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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.

Partial Debt Settlement Agreement – CETY, T1, 2017-01-09

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: Jamie Beitler

Title: Authorized Signatory

THE ISSUER:

CLEAN ENERGY TECHNOLOGIES, INC.

By: _____________________________

Name: Kambiz Mahdi

Title: Chief Executive Officer

Partial Debt Settlement Agreement – CETY, T1, 2017-01-09