| (1) |
There
are being registered under this Registration Statement such indeterminate number of common stock, warrants, and units of Clean Energy
Technologies, Inc. (the “Registrant”), and a combination of such securities, separately or as units, as may be sold by
the Registrant from time to time, which collectively, shall have an aggregate initial offering price not to exceed $70,000,000
(or its equivalent in any other currency used to denominate the securities). The securities registered hereunder also include
such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other
securities that provide for such conversion into, exercise for or exchange into such securities. Pursuant to Rule 416 under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder also include such
indeterminate number of common stock, warrants, and units as may be issuable with respect to the securities being registered hereunder
as a result of stock splits, stock dividends, or similar transactions. |
| (4) |
Estimated
solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c)
under the Securities Act. Pursuant to Rule 416 of the Securities Act, the shares of common
stock registered for resale also includes an indeterminable number of additional shares of
common stock as may from time to time become issuable by reason of stock splits, stock dividends,
recapitalizations or other similar transactions.
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