PARTIAL DEBT SETTLEMENT AGREEMENT
PARTIAL DEBT SETTLEMENT AGREEMENT
This PARTIAL DEBT SETTLEMENT AGREEMENT (this "Agreement") is dated
January 9, 2017 (the “Effective Date”), by and between EMA Financial, LLC (“HOLDER”), a
Delaware limited liability company, and Clean Energy Technologies, Inc., a Nevada corporation
(“CETY”).
R E C I T A L S:
WHEREAS, CETY issued a convertible promissory note in the principal amount of
$87,500.00 to the HOLDER (the “Note”) on or about June 6, 2016; and
WHEREAS, as of the Effective Date, the Note is currently outstanding in the amount of
$87,059.26 (the “Total Balance”), consisting of $80,762.40 of principal and $6,296.86 of
accrued interest;
WHEREAS, HOLDER and CETY desire to settle a $60,941.49 portion of the Total
Balance (the “Settlement Amount”), as further provided herein.
NOW, THEREFORE, in consideration of the premises and of the terms and conditions
herein contained, the parties mutually agree as follows:
1. Partial Repayment of Note.
1.1
Settlement Price. CETY and HOLDER agree to settle the Settlement Amount, in
exchange for CETY’s payment of $97,506.38 (the “Purchase Price”) to the HOLDER pursuant
to the wiring instructions set forth in Exhibit “A” attached hereto. If the Purchase Price does not
clear into HOLDER’s bank account on or before close of business on January 12, 2017 (the
“Deadline”), then this Agreement shall be null and void at the sole discretion of the HOLDER,
the Total Balance shall automatically be multiplied by 125% (for the avoidance of doubt, such
penalty shall be added to the Total Balance even if the HOLDER declares the Agreement null
and void), and the HOLDER shall retain all rights under the Note with respect to the Total
Balance and penalty. Upon clearing of the Purchase Price into HOLDER’s bank account by the
Deadline, the Settlement Amount shall be deemed satisfied in full. The difference of the Total
Balance minus the Settlement Amount, totaling $26,117.77 (the “Remainder Amount”)
(consisting of $24,228.72 of principal and $1,889.05 of accrued interest), shall remain
outstanding under the Note pursuant to the terms therein. No provision of this Agreement shall
be construed to reduce or hinder the HOLDER’s rights under the Note with respect to the
Remainder Amount, including but not limited to HOLDER’s right to effectuate conversion(s) of
the Remainder Amount.
2. Representations and Warranties of CETY.
2.1
Authorization. The execution, delivery and performance by CETY of this
Agreement and the performance of all of CETY’s obligations hereunder have been duly
authorized by all necessary corporate action, and this Agreement has been duly executed and
delivered by CETY. This Agreement constitutes the valid and binding obligation of CETY
enforceable in accordance with its terms. The execution and performance of the transactions
contemplated by this Agreement and compliance with its provisions by CETY will not conflict
with or result in any breach of any of the terms, conditions, or provisions of, or constitute a
default under, its Certificate of Incorporation or Bylaws or any agreement to which CETY is a
party or by which it or any of its properties is bound.
2.3
Binding Obligation. Assuming the due execution and delivery of this Agreement,
this Agreement constitutes the valid and binding obligation of CETY, enforceable against CETY
in accordance with its terms.
3. Representations and Warranties of the HOLDER.
3.1
Authorization. The HOLDER has full power and authority to enter into this
Agreement, to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. This Agreement constitutes a valid and legally
binding obligation of the HOLDER, enforceable in accordance with the terms.
4. Miscellaneous.
4.1
No Third Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any person other than the parties and their respective successors and permitted
assigns.
4.2
Entire Agreement. This Agreement (including the documents referred to herein)
constitutes the entire agreement among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral, to the extent they related
in any way to the subject matter hereof.
4.3
Counterparts. This agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
4.4
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without regard to conflict of laws).
4.5
No Amendments. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by the HOLDER and CETY.
4.6
Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction.
4.7
Costs. Each party will bear the costs and expenses incurred by it in connection
with this Agreement and the transaction contemplated thereby.
2
Partial Debt Settlement Agreement – XXXX, X0, 0000-00-00
4.8
Survival of Terms. Except as provided in this Agreement, all representations,
warranties and covenants contained in this Agreement or in any certificates or other instruments
delivered by or on behalf of the parties hereto shall be continuous and survive the execution of
this Agreement.
4.9
Non-Assignment. This Agreement and the obligations hereunder shall not be
assignable.
4.10
Notices. Notices hereunder shall be given only by personal delivery, registered or
certified mail, return receipt requested, overnight courier service, facsimile, or electronic mail,
and shall be deemed transmitted when personally delivered, deposited in the mail, delivered to a
courier service, transmitted by facsimile, or transmitted by electronic mail (as the case may be),
postage or charges prepaid (if applicable), and addressed to the particular party to whom the
notice is to be sent.
4.11 Headings. The headings used in this Agreement are for convenience only and
shall not by themselves determine the interpretation, construction or meaning of this Agreement.
4.12 Attorneys’ Fees and Costs. In the event any party to this Agreement shall be
required to initiate legal proceedings to enforce performance of any term or condition of this
Agreement, including, but not limited to, the interpretation of any term or provision hereof, the
payment of moneys or the enjoining of any action prohibited hereunder, the prevailing party
shall be entitled to recover such sums in addition to any other damages or compensation
received, as will reimburse the prevailing party for reasonable attorneys’ fees and court costs
incurred on account thereof (including, without limitation, the costs of any appeal)
notwithstanding the nature of the claim or cause of action asserted by the prevailing party.
IN WITNESS WHEREOF, the HOLDER and CETY have caused this Agreement to be
executed as of the Effective Date.
HOLDER:
EMA FINANCIAL, LLC
By: _____________________________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
THE ISSUER:
CLEAN ENERGY TECHNOLOGIES, INC.
By: _____________________________
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
3
Partial Debt Settlement Agreement – XXXX, X0, 0000-00-00
