Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2024, Clean Energy Technology, Inc., a Nevada corporation (the "Company") entered into a securities purchase agreement (the "Agreement") with Lucas Ventures, LLC, a Arizona limited liability company ("Lender"), pursuant to which the Company agreed to issue and sell to Lender (i) a convertible promissory note of the Company in the principal amount of $105,000 (the "Note") and (ii) 40,000 shares of common stock of the Company, par value $0.001 per share ("Common Stock"), as inducement shares for this transaction, for an aggregate purchase price of $100,000. The Note becomes due and payable on February 28, 2025 (the "Maturity Date") and provides for a one-time interest charge of twelve percent (12%) of the principal amount payable on the Maturity Date. The Lender is entitled to convert at any time all or any part of the outstanding and unpaid amount under the Note into Common Stock of the Company, at the conversion price of $1.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Lender and its affiliates.

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

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

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