Acceptance of Subscriptions Clause Samples

Acceptance of Subscriptions. Upon acceptance of a Subscription, the Subscription Agent shall from time to time during the Rights Offering: (a) Hold all funds received in a dedicated, non-interest bearing escrow account for the benefit of the Company. Promptly following the Expiration Time, the Subscription Agent shall, upon the receipt of the Distribution Letter in the form attached hereto as Exhibit 3 and executed by the Company, distribute to the Company or its designee(s) the funds from exercise of the Basic Subscription Rights and Over-Subscription Rights in such account. The Subscription Agent will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with the Subscription Agent in accordance with Exhibit 7. In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon the receipt of the Liquidation Letter in the form attached hereto as Exhibit 4 and executed by the Company, liquidate the segregated account in which the subscription funds were held as promptly as practicable and distribute the funds to each respective subscribing Common Stock holder or Warrant holder who elected to exercise its Rights. (b) Advise the Company daily by email transmission and confirm by letter to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Company Representative”) as to the total number of shares of Preferred Stock Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at ▇▇▇-▇▇▇-▇▇▇▇, confirmed by email transmission ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, of the amount of funds received identified in accordance with (a) above, deposited, available, or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., Eastern Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares of Subscribed and the number of shares of Preferred Stock unsubscribed.

Acceptance of Subscriptions. 4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to [________________] (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above. 4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

Acceptance of Subscriptions. The acceptance of subscriptions is at the discretion of the Company. The Company may require additional information prior to determining whether to accept a subscription. Subscription payments should be made by wire to “Clean Energy Solutions”. Payments via wire transfer should be made pursuant to instructions provided in Exhibit B hereto. For additional information or to have any questions answered, please contact M▇. ▇▇▇ ▇▇▇▇▇, the Company’s Chief Executive Officer, by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ Ext. 814. No prospective investor will be deemed to have purchased any Securities unless and until such time as all of the following conditions to closing have occurred: (1) a Subscription Agreement and (2) a Purchaser Questionnaire have been fully completed and duly and validly executed by such prospective investor, delivered to the Company, and this Subscription Agreement is accepted in writing by the Company and (3) the Purchase Price (as defined in the Subscription Agreement) shall have been paid in full. Ladies and Gentlemen: The undersigned understands that Clean Energy Technologies, Inc., incorporated under the laws of the State of Nevada (the “Company”), is offering units (each, a “Unit”) with each Unit consisting of one (1) share of common stock, par value $0.001, of the Company (the “Common Stock” to purchase one (1) share of Common Stock, to the undersigned pursuant to the terms of this Subscription Agreement. The Common Stock issued thereunder, referred to as the “Securities”).The undersigned further understands that (i) the Offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and is being made only to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) under an exemption available under Rule 506(b) of Regulation D, and (ii) the undersigned will not be deemed to have purchased any Units unless and until such time as all of the following conditions to closing have occurred: (A) this Subscription Agreement and such other supplemental subscription or stock purchase agreements or documentation as are requested by the Company have been duly and validly executed by the undersigned, delivered to the Company and accepted by the Company (B) the undersigned has completed and executed a Purchaser Questionnaire and (C) the Purchase Price for the Units shall have been paid in full.

Acceptance of Subscriptions. (d)(1). Discretion by the Managing General Partner. Acceptance of subscriptions is discretionary with the Managing General Partner. The Managing General Partner may reject any subscription for any reason it deems appropriate.

Acceptance of Subscriptions. The Buyer understands and agrees that the Company, in its sole and absolute discretion, reserves the right to accept or reject this or any other subscription for the Notes, in whole or in part, notwithstanding prior receipt by the Buyer of notice of acceptance of this subscription. If the subscription is rejected in whole or the offering of the Notes is terminated, all funds received by the Escrow Agent from the Buyer will be promptly returned without interest or offset, and this subscription shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this subscription will continue in full force and effect to the extent this subscription was accepted.

Acceptance of Subscriptions. The Manager shall not cause the Fund to accept any subscription for Shares except as provided in Article 1 or in Section 9.6, as the case may be.

Acceptance of Subscriptions. Upon acceptance of a Subscription, Mellon shall: (a) Hold all monies received in a special account for the benefit of the Company. Promptly following the Expiration Time Mellon shall distribute to the Company the funds in such account and issue certificates for shares of Additional Common Stock issuable with respect to Subscriptions that have been accepted. Mellon will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise. It is hereby agreed immediately following the effective date of the Subscription, immediately available funds, represented by certified check, money order, or wire transfer but not personal check, will be deposited with Mellon. (b) Advise the Company daily by telecopy and confirm by letter to the attention of Eugene Hynes (the "Company Representative") as to the total numbe▇ ▇▇ ▇▇▇▇▇▇ of Additional Common Stock Subscribed for, total number of Rights sold, total number of Rights partially Subscribed for and the amount of funds received, with cumulative totals for each; and in addition advise the Company Representative, by telephone at (203) 622-1150, confirmed by telecopy, of the amount of funds re▇▇▇▇▇▇ ▇▇▇▇▇▇fied in accordance with (a) above, deposited, available or transferred in accordance with (a) above, with cumulative totals; and (c) As promptly as possible but in any event on or before 3:30 p.m., New York City Time, on the first full business day following the Expiration Time, advise the Company Representative in accordance with (b) above of the number of shares Subscribed for, the number of Subscription guarantees received and the number of shares of Additional Common Stock unsubscribed for.

Acceptance of Subscriptions a. The Company hereby authorizes and directs the Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of an ADS Rights Certificate, surrender of the applicable ADS Rights Certificate and delivery of the U.S. Dollar Payment in respect of the ADS Subscription Price for the New ADSs, in accordance with the terms thereof and hereof. The Company further authorizes the Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights Certificate. b. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: (i) the surrendered ADS Rights Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed for are to be issued in the name of such registered holder or holders; (ii) the surrendered ADS Rights Certificate is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed for are to be issued in the name of such corporation; (iii) the surrendered ADS Rights Certificate has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed for are to be issued in the name of such registered holder; and (iv) the surrendered ADS Rights Certificate is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than 200 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (C) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the Agent, and is otherwise in order, and (D) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. In all cases other than those described in clauses (i) through (iv) above, the Agent will obtain all necessary proof of authority to sign in connection with the subscripti...

Acceptance of Subscriptions. 4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to final determination by the Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of Additional Common Shares Subscribed for; (ii) the total number of Rights sold; (iii) the total number of Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv) above. 4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of Additional Common Shares Subscribed for and (ii) the number of Additional Common Shares unsubscribed for. 4.3 Upon acceptance of a Subscription, all funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder (the “Funds”) shall be held by Computershare as agent for Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Computershare may