SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 6,

2016, is entered into by and between CLEAN ENERGY TECHNOLOGIES, INC., a Nevada

corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company

(the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant

to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act” or “1933 Act”),

and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission

(the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to

purchase from the Company a 12% Convertible Note of the Company, in the form attached

hereto as Exhibit A, in the principal amount of $87,500.00 (together with any note(s) issued in

replacement thereof or as interest thereon or otherwise with respect thereto in accordance with

the terms thereof, the “Note”), convertible into shares (“Conversion Shares”) of common stock,

$0.001 par value per share (the “Common Stock”), of the Company, upon the terms and subject

to the limitations and conditions set forth in such Note.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this

Agreement, and for other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, the Company and the Purchaser agree as follows:

1. Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), the Company

shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company,

the Note for an aggregate purchase price of $80,000.00 (“Purchase Price”).

Form of Payment. On the Closing Date (i) the Purchaser shall pay the

Purchase Price by wire transfer of immediately available funds to the Company, in accordance

with the Company’s written wiring instructions, simultaneously with delivery of the Note, and

(ii) the Company shall deliver such Note duly executed on behalf of the Company to the

Purchaser, simultaneously with delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the

conditions thereto set forth in Section 6 and Section 7 below, the closing of the transactions

contemplated by this Agreement (the “Closing”) shall occur on the first business day following

the date hereof or such other mutually agreed upon time (the “Closing Date”) at the offices of

Purchaser’s counsel.

2. Purchaser’s Representations and Warranties. The Purchaser represents and

warrants to the Company that:

Investment Purpose. Purchaser is acquiring the Securities for its own

account and not with a view towards, or for resale in connection with, the public sale or

distribution thereof in violation of applicable securities laws; provided, however, by making the

representations herein, Purchaser does not agree, or make any representation or warranty, to

hold any of the Securities for any minimum or other specific term and reserves the right to

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dispose of the Securities at any time in accordance with or pursuant to a registration statement

or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the

ordinary course of its business. The Purchaser does not presently have any agreement or

understanding, directly or indirectly, with any person to distribute any of the Securities in

violation of applicable securities laws.

Accredited Investor Status. The Purchaser is an “accredited investor” as

that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

Reliance on Exemptions. The Purchaser understands that the Securities are

being offered and sold to it in reliance upon specific exemptions from the registration

requirements of United States federal and state securities laws and that the Company is relying

upon the truth and accuracy of, and the Purchaser’s compliance with, the representations,

warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein

in order to determine the availability of such exemptions and the eligibility of the Purchaser to

acquire the Securities.

Information. The Purchaser and its advisors, if any, have been, and for so

long as the Securities remain outstanding will continue to be, furnished with all materials

relating to the business, finances and operations of the Company and materials relating to the

offer and sale of the Securities which have been reasonably requested by the Purchaser or its

advisors, provided that the Purchaser has not been furnished with, and the Company shall not in

the future deliver to the Purchaser without its consent, any material non-public information

concerning the Company. The Purchaser and its advisors, if any, have been, and for so long as

the Securities remain outstanding will continue to be, afforded the opportunity to ask questions

of the Company. Neither such inquiries nor any other due diligence investigation conducted by

Purchaser or any of its advisors or representatives shall modify, amend or affect Purchaser’s

right to rely on the Company’s representations and warranties contained in Section 3 below.

The Purchaser understands that its investment in the Securities involves a significant degree of

risk.

Governmental Review. The Purchaser understands that no United States

federal or state agency or any other government or governmental agency has passed upon or

made any recommendation or endorsement of the Securities.

Transfer or Re-sale. The Purchaser understands that (i) the sale or re-sale

of the Securities has not been and is not being registered under the 1933 Act or any applicable

state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) the Purchaser shall have

delivered to the Company an opinion of counsel that shall be in form, substance and scope

customary for opinions of counsel in comparable transactions to the effect that the securities to

be sold or transferred may be sold or transferred pursuant to an exemption from such

registration, which opinion shall be reasonably acceptable to the Company, (c) the Securities are

sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or

a successor rule) (“Rule 144”) of the Purchaser who agrees to sell or otherwise transfer the

Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the

Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S

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under the 1933 Act (or a successor rule) (“Regulation S”) and the Purchaser shall have delivered

to the Company an opinion of counsel reasonably acceptable to the Company relating to such

Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in

accordance with the terms of such Rule and further, if such Rule is not applicable, any re-sale of

such Securities under circumstances in which the seller (or the person through whom the sale is

made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require

compliance with some other exemption under the 1933 Act or the rules and regulations of the

SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to

terms and conditions of any exemption thereunder (in each case). Notwithstanding the

foregoing or anything else contained herein to the contrary, the Securities may be pledged as

collateral in connection with a bona fide margin account or other lending arrangement.

Legends. The Purchaser understands that the Securities have been issued

(or will be issued in the case of the Conversion Shares) pursuant to an exemption from

registration or qualification under the 1933 Act and applicable state securities laws, and except

as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any

state and a restrictive legend in substantially the following form (and a stop-transfer order may

be placed against transfer of such stock certificates):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES

INTO WHICH THESE SECURITIES ARE [CONVERTIBLE]

[EXERCISABLE]

HAVE

BEEN][THE

SECURITIES

REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN]

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE

SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN

EFFECTIVE

REGISTRATION

STATEMENT

FOR

THE

SECURITIES UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR (B) AN OPINION OF COUNSEL TO THE

HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM

REASONABLY ACCEPTABLE TO THE COMPANY, THAT

REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)

UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO

RULE

144

RULE

144A

UNDER

SAID

ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE

MARGIN ACCOUNT OR OTHER LOAN OR FINANCING

ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate

without such legend to the holder of any Security upon which it is stamped, if, unless otherwise

required by applicable state securities laws, (a) such Security is registered for sale under an

effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to

Rule 144 or Regulation S without any restriction as to the number of securities as of a particular

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date that can then be immediately sold, or (b) such holder provides the Company with an opinion

of counsel at the Company’s expense, in the form, substance and scope customary for opinions

of counsel in comparable transactions, to the effect that a public sale or transfer of such Security

may be made without registration under the 1933 Act, which opinion shall be reasonably

accepted by the Company so that the sale or transfer is effected. The Purchaser agrees to sell all

Securities, including those represented by a certificate(s) from which the legend has been

removed, in compliance with applicable prospectus delivery requirements, if any.

Authorization; Enforcement. This Agreement has been duly and validly

authorized. This Agreement has been duly executed and delivered on behalf of the Purchaser,

and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in

accordance with its terms.

3. Representations and Warranties of the Company. The Company represents and

warrants to the Purchaser, as of the date hereof and the Closing Date, that:

Organization and Qualification. The Company and each of its Subsidiaries

(as defined below), if any, is a corporation duly organized, validly existing and in good standing

under the laws of the jurisdiction in which it is incorporated, with full power and authority

(corporate and other) to own, lease, use and operate its properties and to carry on its business as

and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of

all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The

Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business

and is in good standing in every jurisdiction in which its ownership or use of property or the

nature of the business conducted by it makes such qualification necessary except where the

failure to be so qualified or in good standing would not have a Material Adverse Effect.

“Material Adverse Effect” means any material adverse effect on the business, operations, assets,

financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or

on the transactions contemplated hereby or by the agreements or instruments to be entered into

in connection herewith. “Subsidiaries” means any corporation or other organization, whether

incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity

or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate

power and authority to enter into and perform this Agreement and the Note and to consummate

the transactions contemplated hereby and thereby and to issue the Securities, in accordance with

the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by

the Company and the consummation by it of the transactions contemplated hereby and thereby

(including without limitation, the issuance of the Note and the issuance and reservation for

issuance of the Conversion Shares issuable upon conversion and exercise thereof) have been

duly authorized by the Company’s Board of Directors and no further consent or authorization of

the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has

been duly executed and delivered by the Company by its authorized representative, and such

authorized representative is the true and official representative with authority to sign this

Agreement and the other documents executed in connection herewith and bind the Company

accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the

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Company of the Note and each of such instruments will constitute, a legal, valid and binding

obligation of the Company enforceable against the Company in accordance with its terms.

Capitalization. As of the date hereof, the authorized capital stock of the

Company, and number of shares issued and outstanding, is as set forth in the Company’s most

recent periodic report filed with the SEC. Except as disclosed on Schedule 3(c) hereof, no

shares are reserved for issuance pursuant to the Company’s stock option plans. Except as

disclosed in the SEC Documents no shares are reserved for issuance pursuant to securities

exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such

outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued,

fully paid and non-assessable. No shares of capital stock of the Company are subject to

preemptive rights or any other similar rights of the shareholders of the Company or any liens or

encumbrances imposed through the actions or failure to act of the Company. As of the effective

date of this Agreement, and except as disclosed in the SEC Documents, (i) there are no

outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,

agreements, understandings, claims or other commitments or rights of any character whatsoever

relating to, or securities, notes or rights convertible into or exchangeable for any shares of

capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under

which the Company or any of its Subsidiaries is obligated to register the sale of any of its or

their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment

provisions contained in any security issued by the Company (or in any agreement providing

rights to security holders) that will be triggered by the issuance of any of the Securities. The

Company has furnished to the Purchaser true and correct copies of the Company’s Certificate of

Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s

By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities

convertible into or exercisable for Common Stock of the Company and the material rights of the

holders thereof in respect thereto.

Issuance of Shares. The Conversion Shares are duly authorized and

reserved for issuance and, upon conversion of the Note, as the case may be, in accordance with

their respective terms, will be validly issued, fully paid and non-assessable, and free from all

taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject

to preemptive rights or other similar rights of shareholders of the Company and will not impose

personal liability upon the holder thereof.

Acknowledgment of Dilution. The Company’s executive officers and

directors understand the nature of the Securities being sold hereby and recognize that the

issuance of the Securities will have a potential dilutive effect on the equity holdings of other

holders of the Company’s equity or rights to receive equity of the Company. The board of

directors of the Company has concluded, in its good faith business judgment that the issuance of

the Securities is in the best interests of the Company. The Company specifically acknowledges

that its obligation to issue the Conversion Shares upon conversion of the Notes is binding upon

the Company and enforceable regardless of the dilution such issuance may have on the

ownership interests of other stockholders of the Company or parties entitled to receive equity of

the Company.

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No Conflicts. The execution, delivery and performance of this Agreement,

the Note by the Company and the consummation by the Company of the transactions

contemplated hereby and thereby (including, without limitation, the issuance and reservation for

issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any

provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result

in a breach of any provision of, or constitute a default (or an event which with notice or lapse of

time or both could become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or

instrument to which the Company or any of its Subsidiaries is a part y and that is not filed as an

SEC Document or other document filed with the SEC, or (iii) result in a violation of any law,

rule, regulation, order, judgment or decree (including federal and state securities laws and

regulations and regulations of any self-regulatory organizations to which the Company or its

securities are subject) 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 (except for such

conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as

would not, individually or in the aggregate, have a Material Adverse Effect). Neither the

Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws

or other organizational documents and neither the Company nor any of its Subsidiaries is in

default (and no event has occurred which with notice or lapse of time or both could put the

Company or any of its Subsidiaries in default) under, and neither the Company nor any of its

Subsidiaries has taken any action or failed to take any action that would give to others any

rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which the Company or any of its Subsidiaries is a party or by which any property

or assets of the Company or any of its Subsidiaries is bound or affected, except for possible

defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The

businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not

be conducted so long as the Purchaser owns any of the Securities, in violation of any law,

ordinance or regulation of any governmental entity. Except as specifically contemplated by this

Agreement and as required under the 1933 Act and any applicable state securities laws, the

Company is not required to obtain any consent, authorization or order of, or make any filing or

registration with, any court, governmental agency, regulatory agency, self regulatory

organization or stock market or any third party in order for it to execute, deliver or perform any

of its obligations under this Agreement and the Note in accordance with the terms hereof or

thereof or to issue and sell the Securities in accordance with the terms hereof and thereof and to

issue the Conversion Shares. All consents, authorizations, 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. The Company is not in violation of the listing

requirements of the Over-the-Counter Bulletin Board (the “OTCBB”), or OTCQB, or OTC Pink

and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB, or

OTCQB, or OTC Pink in the foreseeable future. The Company and its Subsidiaries are unaware

of any facts or circumstances which might give rise to any of the foregoing.

SEC Documents; Financial Statements. The Company has filed all reports,

schedules, forms, statements and other documents required to be filed by it with the SEC (all of

the foregoing filed prior to the date hereof and all exhibits included therein and financial

statements and schedules thereto and documents (other than exhibits to such documents)

incorporated by reference therein, being hereinafter referred to herein as the “SEC

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Documents”). Upon written request the Company will deliver to the Purchaser true and

complete copies of the SEC Documents, except for such exhibits and incorporated documents.

As of their respective dates, the SEC Documents complied in all material respects with the

requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange

Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any

untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in light of the circumstances under which

they were made, not misleading. None of the statements made in any such SEC Documents is,

or has been, required to be amended or updated under applicable law (except for such

statements as have been amended or updated in subsequent filings prior the date hereof). 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 United States generally accepted accounting principles,

consistently applied, during the periods involved and fairly present in all material respects the

consolidated financial position of the Company and its consolidated Subsidiaries as of the dates

thereof and the consolidated results of their operations and cash flows for the periods then

ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Except as set forth in the financial statements of the Company included in the SEC Documents,

the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the

ordinary course of business, and (ii) obligations under contracts and commitments incurred in

the ordinary course of business and not required under generally accepted accounting principles

to be reflected in such financial statements, which, individually or in the aggregate, are not

material to the financial condition or operating results of the Company. The Company is subject

to the reporting requirements of the 1934 Act.

Absence of Certain Changes. Since March 31, 2016, there has been no

material adverse change and no material adverse development in the assets, liabilit ies, business,

properties, operations, financial condition, results of operations, prospects or 1934 Act reporting

status of the Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, 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 Company or any of its Subsidiaries,

threatened against or affecting the Company or any of its Subsidiaries, or their officers or

directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i)

contains a complete list and summary description of any pending or, to the knowledge of the

Company, threatened proceeding against or affecting the Company or any of its Subsidiaries,

without regard to whether it would have a Material Adverse Effect. The Company and its

Subsidiaries are unaware of any facts or circumstances which might give rise to any of the

foregoing.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns

or possesses the requisite licenses or rights to use all patents, patent applications, patent rights,

inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service

names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its

business as now operated (and, as presently contemplated to be operated in the future); there is

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no claim or action by any person pertaining to, or proceeding pending, or to the Company’s

knowledge threatened, which challenges the right of the Company or of a Subsidiary with

respect to any Intellectual Property necessary to enable it to conduct its business as now

operated (and, as presently contemplated to be operated in the future); to the best of the

Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,

services and processes do not infringe on any Intellectual Property or other rights held by any

person and/or entity; and the Company is unaware of any facts or circumstances which might

give rise to any of the foregoing. The Company and each of its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of their

Intellectual Property.

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.

Tax Status. The Company and each of its Subsidiaries has made or filed

all federal, state and foreign 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 provisions 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. The Company has not executed a

waiver with respect to the statute of limitations relating to the assessment or collection of any

foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited

by any taxing authority.

Certain Transactions. Except for arm’s length transactions pursuant to

which the Company or any of its Subsidiaries makes payments in the ordinary course of

business upon terms no less favorable than the Company or any of its Subsidiaries could obtain

from third parties and other than the grant of any stock options disclosed on Schedule 3(c), 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.

Disclosure. All information relating to or concerning the Company or any

of its Subsidiaries set forth in this Agreement and provided to the Purchaser pursuant to Section

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2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and

correct in all material respects and the Company has not omitted to state any material fact

necessary in order to make the statements made herein or therein, in light of the circumstances

under which they were made, not misleading. No event or circumstance has occurred or exists

with respect to the Company or any of its Subsidiaries or its or their business, properties,

prospects, operations or financial conditions, which, under applicable law, rule or regulation,

requires public disclosure or announcement by the Company but which has not been so publicly

announced or disclosed.

Acknowledgment Regarding Purchaser’ Purchase of Securities. The

Company acknowledges and agrees that the Purchaser is acting solely in the capacity of arm’s

length purchaser with respect to this Agreement and the transactions contemplated hereby. The

Company further acknowledges that the Purchaser is not acting as a financial advisor or

fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the

transactions contemplated hereby and any statement made by the Purchaser or any of its

respective representatives or agents in connection with this Agreement and the transactions

contemplated hereby is not advice or a recommendation and is merely incidental to the

Purchaser’s purchase of the Securities.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor

any person acting on its or their behalf, has directly or indirectly made any offers or sales in any

security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Purchaser. The issuance

of the Securities to the Purchaser will not be integrated with any other issuance of the

Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

Brokers. The Company hereby represents and warrants that it has not

hired, retained or dealt with any broker, finder, consultant, person, firm or corporation in

connection with the negotiation, execution or delivery of this Agreement or the transactions

contemplated hereunder. The Company covenants and agrees that should any claim be made

against Purchaser for any commission or other compensation by any broker, finder, person, firm

or corporation, including without limitation, the Broker, based upon the Company’s engagement

of such person in connection with this transaction, the Company shall indemnify, defend and

hold Purchaser harmless from and against any and all damages, expenses (including attorneys’

fees and disbursements) and liability arising from such claim. The Company shall pay the

commission of the Broker, to the attention of the Broker, pursuant to their separate agreement(s)

between the Company and the Broker.

Permits; Compliance. The Company and each of its Subsidiaries is in

possession of all franchises, grants, authorizations, licenses, permits, easements, variances,

exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its

properties and to carry on its business as it is now being conducted (collectively, the “Company

Permits”), and there is no action pending or, to the knowledge of the Company, threatened

regarding suspension or cancellation of any of the Company Permits. Neither the Company nor

any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company

Permits, except for any such conflicts, defaults or violations which, individually or in the

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aggregate, would not reasonably be expected to have a Material Adverse Effect. Since March

31, 2016, neither the Company nor any of its Subsidiaries has received any notification with

respect to possible conflicts, defaults or violations of applicable laws, except for notices relating

to possible conflicts, defaults or violations, which conflicts, defaults or violations would not

have a Material Adverse Effect.

Environmental Matters.

There are, to the Company’s knowledge, with respect to the

Company or any of its Subsidiaries or any predecessor of the Company, no past or present

violations of Environmental Laws (as defined below), releases of any material into the

environment, actions, activities, circumstances, conditions, events, incidents, or contractual

obligations which may give rise to any common law environmental liability or any liability

under the Comprehensive Environmental Response, Compensation and Liability Act of 1980

or similar federal, state, local or foreign laws and neither the Company nor any of its

Subsidiaries has received any notice with respect to any of the foregoing, nor is any action

pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.

The term “Environmental Laws” means all federal, state, local or foreign laws relating to

pollution or protection of human health or the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata), including, without

limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,

pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous

Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as

well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations issued, entered,

promulgated or approved thereunder.

ii.

Other than those that are or were stored, used or disposed of in

compliance with applicable law, no Hazardous Materials are contained on or about any real

property currently owned, leased or used by the Company or any of its Subsidiaries, and no

Hazardous Materials were released on or about any real property previously owned, leased or

used by the Company or any of its Subsidiaries during the period the property was owned,

leased or used by the Company or any of its Subsidiaries, except in the normal course of the

Company’s or any of its Subsidiaries’ business.

iii.

There are no underground storage tanks on or under any real

property owned, leased or used by the Company or any of its Subsidiaries that are not in

compliance with applicable law.

Title to Property. The Company and its Subsidiaries have good and

marketable title in fee simple to all real property and 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 Schedule 3(t) or such as would not have a Material Adverse Effect. Any real

property and facilities held under lease by the Company and its Subsidiaries are held by them

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under valid, subsisting and enforceable leases with such exceptions as would not have a

Material Adverse Effect.

Insurance. The Company and its Subsidiaries are insured by insurers of

recognized financial responsibility against such losses and risks and in such coverage amounts

as are prudent and customary in the businesses in which the Company is engaged, including,

but not limited to, directors and officers insurance coverage with coverage amounts that are at

least equal to the aggregate Purchase Price. Neither the Company nor any Subsidiary 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 without a significant increase in cost.

Internal Accounting Controls. Except as disclosed in the SEC Documents,

the Company and each of its Subsidiaries maintain a system of internal accounting controls

sufficient, in the judgment of the Company’s board of directors, 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 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.

Foreign Corrupt Practices. Neither the Company, nor any of its

Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the

Company or any Subsidiary has, in the course of his actions for, or on behalf of, the

Company, used any corporate funds for any unlawful contribution, gift, entertainment or other

unlawful expenses relating to political activity; made any direct or indirect unlawful payment

to any foreign or domestic government official or employee from corporate funds; violated or

is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as

amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful

payment to any foreign or domestic government official or employee.

Solvency. Except as disclosed in the SEC Documents, the Company (after

giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets

have a fair market value in excess of the amount required to pay its probable liabilities on its

existing debts as they become absolute and matured) and currently the Company has no

information that would lead it to reasonably conclude that the Company would not, after

giving effect to the transaction contemplated by this Agreement, have the ability to, nor does

it intend to take any action that would impair its ability to, pay its debts from time to time

incurred in connection therewith as such debts mature.

No Investment Company. The Company is not, and upon the issuance and

sale of the Securities as contemplated by this Agreement will not be, an “investment

company” required to be registered under the Investment Company Act of 1940 (an

“Investment Company”). The Company is not controlled by an Investment Company.

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No “Shell”. The Company is not, and has not at any time previously been

a Shell Company, as defined in Rule 144.

4. COVENANTS.

Best Efforts. The parties shall use their best efforts to satisfy timely each

of the conditions described in Section 6 and 7 of this Agreement.

Form D; Blue Sky Laws. The Company agrees to timely file a Form D

with respect to the Securities as required under Regulation D and to provide a copy thereof to

the Purchaser promptly after such filing. The Company shall, on or before the Closing Date,

take such action as the Company shall reasonably determine is necessary to qualify the

Securities for sale to the Purchaser at the applicable closing pursuant to this Agreement under

applicable securities or “blue sky” laws of the states of the United States (or to obtain an

exemption from such qualification), and shall provide evidence of any such action so taken to

the Purchaser on or prior to the Closing Date.

Use of Proceeds. The Company shall use the proceeds from the sale of the

Securities for general corporate purposes, marketing and sales, product development, key

personnel recruiting and business development purposes.

Financial Information. Upon written request of the Purchaser, the

Company agrees to send or make available the following reports to the Purchaser until the

Purchaser transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the

filing (or the applicable deadline to so file) with the SEC or OTC Markets Group, a copy of its

Annual Report and its Quarterly Reports and any Supplemental Reports; (ii) within one (1)

day after release, copies of all press releases issued by the Company or any of its Subsidiaries;

and (iii) contemporaneously with the making available or giving to the shareholders of the

Company, copies of any notices or other information the Company makes available or gives

to such shareholders. Notwithstanding the foregoing, the Company shall not disclose any

material nonpublic information to the Purchaser without its consent unless such information is

disclosed to the public prior to or promptly following such disclosure to the Purchaser.

Listing. The Company will obtain and, so long as the Purchaser owns any

of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, and

OTCQB, or OTC Pink or any equivalent replacement exchange, the NASDAQ Stock Market

(“NASDAQ”), the New York Stock Exchange (“NYSE”), or the NYSE MKT, f/k/a American

Stock Exchange (“AMEX”), and will comply in all respects with the Company’s reporting,

filing and other obligations under the bylaws or rules of the Financial Industry Regulatory

Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly

provide to the Purchaser copies of any notices it receives from the SEC, OTC Markets Group

and any other exchanges or quotation systems on which the Common Stock is then listed

regarding the continued eligibility of the Common Stock for listing on such exchanges and

quotation systems, provided that it shall not provide any notices constituting material

nonpublic information.

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Corporate Existence. So long as the Purchaser beneficially owns any

Securities, the Company shall maintain its corporate existence and shall not sell all or

substantially all of the Company’s assets, except in the event of a merger or consolidation or

sale of all or substantially all of the Company’s assets, where the surviving or successor entity

in such transaction (i) assumes the Company’s obligations hereunder and under the

agreements and instruments entered into in connection herewith and (ii) is a publicly traded

corporation whose Common Stock is listed for trading on NASDAQ, NYSE or AMEX.

No Integration. The Company shall not make any offers or sales of any

security (other than the Securities) under circumstances that would require registration of the

Securities being offered or sold hereunder under the 1933 Act or cause the offering of the

Securities to be integrated with any other offering of securities by the Company for the

purpose of any stockholder approval provision applicable to the Company or its securities.

Securities Laws Disclosure; Publicity. The Company shall comply with

applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days

following the date hereof, disclosing all the material terms of the transactions contemplated

hereby, if the Company deems the transactions contemplated hereby to constitute material non-

public information. The Company and Purchaser shall consult with each other in issuing any

other press releases with respect to the transactions contemplated hereby, and neither the

Company nor Purchaser shall issue any such press release or otherwise make any such public

statement without the prior consent of the Company, with respect to any press release of any

Purchaser, or without the prior consent of Purchaser, with respect to any press release of the

Company, except if such disclosure is required by law, in which case the disclosing part y shall

promptly provide the other party with prior notice of such public statement or communication.

Non-Public Information. Except with respect to the material terms and

conditions of the transactions contemplated by this Agreement, the Company covenants and

agrees that neither it nor any other person acting on its behalf will provide the Purchaser or its

agents or counsel with any information that the Company believes constitutes material non-

public information, unless prior thereto the Purchaser shall have executed a written agreement

regarding the confidentiality and use of such information. The Company understands and

confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in

securities of the Company.

Subsidiaries. So long as the Note remains outstanding, the Company shall

not transfer any assets or rights to any of its subsidiaries or permit any of its subsidiaries to

engage in any significant business or operations, whether such subsidiaries are currently existing

or hereafter created.

Insurance. So long as the Note remains outstanding, the Company and its

Subsidiaries shall maintain in full force and effect insurance reasonably believed by the

Company to be adequate coverage (a) on all assets and activities, covering property loss or

damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities,

claims and risks for which it is customary for companies similarly situated to the Company to

insure, including without limitation applicable product liability insurance, required workmen’s

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compensation insurance, and other insurance covering injury or damage to persons or property,

but excluding directors and officers insurance coverage. The Company shall promptly furnish or

cause to be furnished evidence of such insurance to the Purchaser, in form and substance

reasonably satisfactory to the Purchaser.

Par Value. If the closing bid price at any time the Note is outstanding falls

below $0.005, the Company shall cause the par value of its Common Stock to be reduced to

$0.0001 or less.

[Intentionally Omitted].

Future Financings: From the date hereof until such time as the Purchaser

no longer holds any of the Securities, in the event the Company issues or sells any shares of

Common Stock or securities directly or indirectly convertible into or exercisable for Common

Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale

or issuance of Common Stock or Common Stock Equivalents, if the Purchaser reasonably

believes that the terms and conditions thereunder are more favorable to such investors as the

terms and conditions granted under the Transaction Documents, upon notice to the Company by

such Purchaser, the Transaction Documents shall be deemed automatically amended so as to give

the Purchasers the benefit of such more favorable terms or conditions. Promptly following a

request to the Company the Company shall provide Purchaser with all executed transaction

documents relating to any such sale or issue of Common Stock or Common Stock Equivalents.

Company shall deliver acknowledgment of such automatic amendment to the Transaction

Documents to Purchaser in form and substance reasonably satisfactory to the Purchaser ( the

“Acknowledgment”) within three (3) business days of Company’s receipt of request from

Purchaser (the “Deadline”), provided that Company’s failure to timely provide the

Acknowledgement shall not affect the automatic amendments contemplated hereby. If the

Acknowledgement is not delivered by the Deadline, Company shall pay to the Purchaser

$1000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver

such Acknowledgement.

5. Transfer Agent Instructions. Upon receipt of a duly executed Notice of

Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue

certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares

in such amounts as specified from time to time by the Purchaser to the Company upon

conversion of the Note, or any part thereof, in accordance with the terms thereof (the

“Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace

its transfer agent, the Company shall provide, prior to the effective date of such replacement, a

fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to this Agreement and the Securities (including but not limited to the provision to irrevocably

reserve shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by

the successor transfer agent to Company and the Company. Prior to registration of the

Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be

sold pursuant to Rule 144 without any restriction as to the number of Securities as of a

particular date that can then be immediately sold, all such certificates shall bear the restrictive

legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no

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instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5,

and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the

Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the

date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction

as to the number of Securities as of a particular date that can then be immediately sold), will

be given by the Company to its transfer agent and that the Securities shall otherwise be freely

transferable on the books and records of the Company as and to the extent provided in this

Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair,

and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated

form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of

or otherwise pursuant to the Note as and when required by the Note and this Agreement; and

(iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or

hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop

transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to

the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by

the Note and this Agreement. Nothing in this Section shall affect in any way the Purchaser’s

obligations and agreement set forth in Section 2(g) hereof to comply with all applicable

prospectus delivery requirements, if any, upon re-sale of the Securities. If the Purchaser

provides the Company with (i) an opinion of counsel in form, substance and scope customary

for opinions in comparable transactions, to the effect that a public sale or transfer of such

Securities may be made without registration under the 1933 Act and such sale or transfer is

effected or (ii) the Purchaser provides reasonable assurances that the Securities can be sold

pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the

Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free

from restrictive legend, in such name and in such denominations as specified by the

Purchaser. The Company acknowledges that a breach by it of its obligations hereunder will

cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions

contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a

breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a

breach or threatened breach by the Company of the provisions of this Section, that the

Purchaser shall be entitled, in addition to all other available remedies, to an injunction

restraining any breach and requiring immediate transfer, without the necessity of showing

economic loss and without any bond or other security being required.

6. Injunction Posting of Bond. In the event the Purchaser shall elect to convert the

Note or any parts thereof, the Company may not refuse conversion or exercise based on any

claim that Purchaser or anyone associated or affiliated with Purchaser has been engaged in

any violation of law, or for any other reason. In connection with any injunction sought or

attempted by the Company, the Company shall be required to post a bond at least equal to the

greater of either: (i) the outstanding principal amount of the Note; and (ii) the market value of

the Conversion Shares sought to be converted, exercised or issued, based on the sale price per

share of Common Stock on the principal market on which it is traded.

7. Delivery of Unlegended Shares.

Within three (3) business days (such third business day being the

“Unlegended Shares Delivery Date”) after the business day on which the Company has

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received (i) a notice that Conversion Shares, or any other Common Stock held by the

Purchaser has been sold pursuant to a registration statement or Rule 144 under the 1933 Act,

(ii) a representation that the prospectus delivery requirements, or the requirements of Rule

144, as applicable and if required, have been satisfied, (iii) the original share certificates

representing the shares of Common Stock that have been sold, and (iv) in the case of sales

under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser’s

broker regarding compliance with the requirements of Rule 144, the Company at its expense,

(y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its

transfer agent (with copies to Purchaser) an appropriate instruction and opinion of such

counsel, directing the delivery of shares of Common Stock without any legends including the

legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the

transmission of the certificates representing the Unlegended Shares together with a legended

certificate representing the balance of the submitted Common Stock certificate, if any, to the

Purchaser at the address specified in the notice of sale, via express courier, by electronic

transfer or otherwise on or before the Unlegended Shares Delivery Date.

The Company understands that a delay in the delivery of the Unlegended

Shares later than the Unlegended Shares Delivery Date could result in economic loss to the

Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late

payment fees (as liquidated damages and not as a penalty) to the Purchaser for late delivery of

Unlegended Shares in the amount of $1,000.00 per business day after the Unlegended Shares

Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to

deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days,

then Purchaser or assignee holding Securities subject to such default may, at its option,

require the Company to redeem all or any portion of the shares subject to such default at a

price per share equal to the greater of (i) 200% of the most recent closing price of the

Common Stock or (ii) a fraction in which the numerator is the highest closing price of the

Common Stock during the aforedescribed thirty (30) day period and the denominator of which

is the lowest conversion price during such thirty (30) day period, multiplied by the conversion

price or exercise price, as the case may be (“Unlegended Redemption Amount”). The

Company shall pay any payments incurred under this Section in immediately available funds

upon demand.

8. Conditions to the Company’s Obligation to Sell. The obligation of the Company

hereunder to issue and sell the Note to the Purchaser at the Closing is subject to the

satisfaction, at or before the Closing Date of each of the following conditions thereto,

provided that these conditions are for the Company’s sole benefit and may be waived by the

Company at any time in its sole discretion:

The Purchaser shall have executed this Agreement and delivered the same

to the Company.

The Purchaser shall have delivered the Purchase Price to the Company.

The representations and warranties of the Purchaser shall be true and

correct in all material respects as of the date when made and as of the Closing Date as though

made at that time (except for representations and warranties that speak as of a specific date),

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and the Purchaser shall have performed, satisfied and complied in all material respects with

the covenants, agreements and conditions required by this Agreement to be performed,

satisfied or complied with by the Purchaser at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or

injunction shall have been enacted, entered, promulgated or endorsed by or in any court or

governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby which prohibits the consummation of any of

the transactions contemplated by this Agreement.

9. Conditions to The Purchaser’s Obligation to Purchase. The obligation of the

Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or

before the Closing Date of each of the following conditions, provided that these conditions are

for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole

discretion:

The Company shall have executed this Agreement and delivered the same

to the Purchaser.

The Company shall have delivered to the Purchaser the duly executed

Note (in such denominations as the Purchaser shall request) in accordance with Section 1

above.

The Irrevocable Transfer Agent Instructions, in form and substance

satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the

Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to

Purchaser simultaneously with Closing).

The representations and warranties of the Company shall be true and

correct in all material respects as of the date when made and as of the Closing Date as though

made at such time (except for representations and warranties that speak as of a specific date)

and the Company shall have performed, satisfied and complied in all material respects with

the covenants, agreements and conditions required by this Agreement to be performed,

satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser

shall have received a certificate or certificates, executed by the chief executive officer of the

Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as

may be reasonably requested by the Purchaser including, but not limited to certificates with

respect to the Company’s Certificate of Incorporation, By-laws, incumbency, and Board of

Directors’ resolutions relating to the transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree, ruling or

injunction shall have been enacted, entered, promulgated or endorsed by or in any court or

governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby which prohibits the consummation of any of

the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have

a Material Adverse Effect on the Company including but not limited to a change in the 1934

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Act reporting status of the Company or the failure of the Company to be timely in its 1934

Act reporting obligations.

The Conversion Shares shall have been authorized for quotation on the

OTCBB, OTCQB, and OTC Pink, and trading of the Common Stock on the OTCBB,

OTCQB, and OTCPink shall not have been suspended by the SEC or the OTC Markets

Group.

10. Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of New York without regard to principles of conflicts of

laws thereof or any other State. Any action brought by any party against any other party

hereto concerning the transactions contemplated by this Agreement shall be brought only in

the state courts of New York or in the federal courts located in the state and county of New

York. 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 hereto 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 document contemplated hereby 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.

Removal of Restrictive Legends. In the event that Purchaser has any

shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser,

through its counsel or other representatives, submits to the Transfer Agent any such shares for

the removal of the restrictive legends thereon in connection with a sale of such shares

pursuant to any exemption to the registration requirements under the Securities Act, and the

Company and or its counsel refuses or fails for any reason (except to the extent that such

refusal or failure is based solely on applicable law that would prevent the removal of such

restrictive legends) to render an opinion of counsel or any other documents or certificates

required for the removal of the restrictive legends, then the Company hereby agrees and

acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have

counsel to the Purchaser render any and all opinions and other certificates or instruments

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which may be required for purposes of removing such restrictive legends, and the Company

hereby irrevocably authorizes and directs the Transfer Agent to, without any further

confirmation or instructions from the Company, issue any such shares without restrictive

legends as instructed by the Purchaser, and surrender to a common carrier for overnight

delivery to the address as specified by the Purchaser, certificates, registered in the name of the

Purchaser or its designees, representing the shares of Common Stock to which the Purchaser

is entitled, without any restrictive legends and otherwise freely transferable on the books and

records of the Company.

Filing Requirements. From the date of this Agreement until the Notes are

no longer outstanding, the Company will timely and voluntarily comply with all reporting

requirements that are applicable to an issuer with a class of shares registered pursuant to

Section 12(g) of the 1934 Act, whether or not the Company is then subject to such reporting

requirements, and comply with all requirements related to any registration statement filed

pursuant to this Agreement. The Company will use reasonable efforts not to take any action

or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules

thereunder) to terminate or suspend such registration or to terminate or suspend its reporting

and filing obligations under said acts until the Notes are no longer outstanding. The Company

will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB, and OTC

Pink, NYSE, or NASDAQ Stock Market (whichever of the foregoing is at the time the

principal trading exchange or market for the Common Stock (the “Principal Market”), and

will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Principal Market, as applicable. The Company will provide

Purchaser with copies of all notices it receives notifying the Company of the threatened and

actual delisting of the Common Stock from any Principal Market. As of the date of this

Agreement and the Closing Date, the OTC Pink, is the Principal Market. Until the Note is no

longer outstanding, the Company will continue the listing or quotation of the Common Stock

on a Principal Market and will comply in all respects with the Company’s reporting, filing and

other obligations under the bylaws or rules of the Principal Market.

144 Default. In the event commencing twelve (12) months after the

Closing Date and ending twenty-four (24) months thereafter, the Purchaser is not permitted to

resell any of the Conversion Shares without any restrictive legend or if such sales are

permitted but subject to volume limitations or further restrictions on resale as a result of the

unavailability to Subscriber of Rule 144(b)(1)(i) under the 1933 Act or any successor rule (a

“144 Default”), for any reason except for Purchasers’ status as an Affiliate or “control

person” of the Company, or as a result of a change in current applicable securities laws, then

the Company shall pay such Purchaser as liquidated damages and not as a penalty an amount

equal to two percent (2%) of the value of Conversion Shares (based on the closing sale of the

Common Stock) subject to such 144 Default during the pendency of the 144 Default of each

thirty day period thereafter (or portion thereof).

Fees and Expenses. On or prior to the Closing, the Company shall pay or

reimburse to Purchaser a non-refundable, non-accountable sum equal to $5,000.00 as and for

the fees, costs and expenses (including without limitation legal fees and disbursements and

due diligence and administrative expenses) incurred by the Purchaser in connection with the

Purchaser’s due diligence and negotiation, preparation and execution of the Transaction

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Documents and consummation of the Transactions. The Purchaser may withhold and offset

the balance of such amount from the payment of its Purchase Price otherwise payable

hereunder at Closing, which offset shall constitute partial payment of such Purchase Price in

an amount equal to such offset. Except as expressly set forth in this Agreement or the Note to

the contrary, each party shall pay the fees and expenses of its advisers, counsel, 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. The

Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in

connection with the delivery of any Securities to the Purchaser.

Usury. To the extent it may lawfully do so, the Company hereby agrees

not to insist upon or plead or in any manner whatsoever claim, and will resist any and all

efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now

or at any time hereafter in force, in connection with any claim, action or proceeding that may

be brought by the Purchaser in order to enforce any right or remedy under the Note.

Notwithstanding any provision to the contrary contained in herein or under the Note, it is

expressly agreed and provided that the total liability of the Company under the Note for

payments in the nature of interest shall not exceed the maximum lawful rate authorized under

applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall

any rate of interest or default interest, or both of them, when aggregated with any other sums

in the nature of interest that the Company may be obligated to pay under the Note or herein

exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed

by law and applicable to the Note is increased or decreased by statute or any official

governmental action subsequent to the date hereof, the new maximum contract rate of interest

allowed by law will be the Maximum Rate applicable to the Note from the effective date

forward, unless such application is precluded by applicable law. If under any circumstances

whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser

with respect to indebtedness evidenced by the Note, such excess shall be applied by the

Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the

Company, the manner of handling such excess to be at the Purchaser’s election.

Headings. The headings of this Agreement are for convenience of

reference only and shall not form part of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or

unenforceable under any law shall not affect the validity or enforceability of any other

provision hereof.

Entire Agreement; Amendments. This Agreement and the instruments

referenced herein contain the entire understanding of the parties with respect to the matters

covered herein and therein and, except as specifically set forth herein or therein, neither the

Company nor the Purchaser makes any representation, warranty, covenant or undertaking with

respect to such matters. No provision of this Agreement may be waived or amended other

than by an instrument in writing signed by the Purchaser.

SPA – XXXX, X0, 0000-00-00

Notices. All notices, demands, requests, consents, approvals, and other

communications required or permitted hereunder shall be in writing and, unless otherwise

specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or

certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier

service with charges prepaid, or (iv) transmitted by hand delivery, telegram, email or

facsimile, addressed as set forth below or to such other address as such party shall have

specified most recently by written notice. Any notice or other communication required or

permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery

by facsimile or email, with accurate confirmation generated by the transmitting facsimile

machine or computer, at the address, email or number designated below (if delivered on a

business day during normal business hours where such notice is to be received), or the first

business day following such delivery (if delivered other than on a business day during normal

business hours where such notice is to be received) or (b) on the second business day

following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for

such communications shall be:

Purchaser:

EMA Financial, LLC

00 Xxxx Xxxxxx, Xxxxx 0000

Xxx Xxxx, XX 00000

Attn: Xxxxxxx Xxxxxxx

xxxxx@xxxxxx.xxx

Company:

Clean Energy Technologies, Inc.

000 Xxxx Xxxxxx X

Xxxxx Xxxx, XX 00000

Attn: Xxx Xxxxx, CEO

Email: ________________

Fax: ________________

Each party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure

to the benefit of the parties and their successors and assigns. Neither the Company nor the

Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior

written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the

Purchaser may assign its rights hereunder to any person that purchases Securities in a private

transaction from the Purchaser or to any of its “affiliates,” as that term is defined under the

1934 Act, without the consent of the Company.

Third Party Beneficiaries. This Agreement is intended for the benefit of

the parties hereto and their respective permitted successors and assigns, and is not for the

benefit of, nor may any provision hereof be enforced by, any other person.

Survival. The representations and warranties of the Company and the

agreements and covenants set forth in this Agreement shall survive the closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser.

SPA – XXXX, X0, 0000-00-00

The Company agrees to indemnify and hold harmless the Purchaser and all their officers,

directors, employees and agents for loss or damage arising as a result of or related to any

breach or alleged breach by the Company of any of its representations, warranties and

covenants set forth in this Agreement or any of its covenants and obligations under this

Agreement, including advancement of expenses as they are incurred.

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.

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.

Remedies. The Company acknowledges that a breach by it of its

obligations hereunder will cause irreparable harm to the Purchaser by vitiating the intent and

purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges

that the remedy at law for a breach of its obligations under this Agreement will be inadequate

and agrees, in the event of a breach or threatened breach by the Company of the provisions of

this Agreement, that the Purchaser shall be entitled, in addition to all other available remedies

at law or in equity, and in addition to the penalties assessable herein, to an injunction or

injunctions restraining, preventing or curing any breach of this Agreement and to enforce

specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

Counterparts. This Agreement may be executed in any number of

counterparts, each of which when so executed and delivered shall be deemed to be an original

and all of which together shall be deemed to be one and the same agreement.

Signatures. Any signature transmitted by facsimile, e-mail, or other

electronic means shall be deemed to be an original signature.

(Remainder of page intentionally left blank)

SPA – XXXX, X0, 0000-00-00

XX WITNESS WHEREOF, the undersigned Purchaser and the Company have caused this

Agreement to be duly executed as of the date first above written.

CLEAN ENERGY TECHNOLOGIES, INC.

By:

Name: Xxx Xxxxx

Title: CEO

EMA FINANCIAL, LLC

By:

Name: Xxxxxxx Xxxxxxx

Title: Director

GUARANTY

Each of the undersigned subsidiaries of the Company jointly and severally, absolutely,

unconditionally and irrevocably, guarantees to the Purchaser and their respective successors,

indorsees, transferees and assigns, the prompt and complete payment and performance by the

Company when due (whether at the stated maturity, by acceleration or otherwise) of all amounts

due under, and all other obligations under, the Note. Each such subsidiary’s liability under this

Guaranty shall be unlimited, open and continuous for so long as this Guaranty remains in force.

TRIDENT MANUFACTURING, INC.

HEAT RECOVERY

SOLUTIONS

By:

Print Name/Title:

By:

Print Name/Title:

CLEAN ENERGY HRS, LLC.

By:

Print Name/Title:

SPA – XXXX, X0, 0000-00-00

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SECURITIES PURCHASE AGREEMENT

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