Common use of Acceptance of Subscriptions Clause in Contracts

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for Common Stock on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Holders in respect of payments for Common Stock shall be deposited in an account at the Rights Agent that the Rights Agent designates solely for such purpose (the "Deposit Account") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Holder's Instruction, the Rights Agent shall determine whether the Holder sending such Holder's Instruction has properly completed and executed such forms and will confirm with the Company that the Holder has submitted the correct payment for the Common Stock. If such form is not properly completed, is unexecuted or, if such Holder did not send the correct payment amount then the Rights Agent will send a notice to such Holder instructing such Holder to amend its Holder's Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if such Holder does not amend its Holder's Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Holder's right to purchase Common Stock in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Instructions shall be deemed to be properly completed:

Acceptance of Subscriptions. 1. The Rights Agent is hereby authorized and directed to receive subscriptions for Common Stock ADSs on behalf of the Company throughout the Subscription Period. Any funds that the Rights Agent receives during the Subscription Period from Holders Owners in respect of payments for Common Stock ADSs shall be deposited in an interest bearing account at the Rights Agent that the Rights Agent designates solely for such purpose (the "“Deposit Account") and such ”). Such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereof. As promptly as practicable after the Rights Agent receives each Holder's Owner’s Instruction, the Rights Agent shall determine whether the Holder Owner sending such Holder's Owner’s Instruction has properly completed and executed such forms and will confirm with the Company that the Holder has submitted the correct payment for the Common StockADSs. If such form is not properly completed, is unexecuted or, if such Holder Owner did not send the correct payment amount then the Rights Agent will send a notice to such Holder Owner instructing such Holder Owner to amend its Holder's Owner’s Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 of this Article IVbelow, if such Holder Owner does not amend its Holder's Owner’s Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Holder's Owner’s right to purchase Common Stock ADSs in the Rights Offer shall be deemed to be unexercised. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Owner’s Instructions shall be deemed to be properly completed:

Acceptance of Subscriptions. 14.1. The ADS Rights Agent is hereby authorized and directed to receive subscriptions for Common Stock New ADSs on behalf of the Company throughout the Subscription Period. Holders shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Holders in respect of payments for Common Stock New ADSs shall be deposited in an account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the "“Deposit Account"”) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Holder's InstructionSubscription Form, the ADS Rights Agent shall determine whether the Holder sending such Holder's Instruction Subscription Form has properly completed and executed such forms form and will confirm with the Company that the Holder has submitted the correct payment Deposit Amount for the Common StockNew ADSs. If such form is not properly completed, is unexecuted or, or if such Holder did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Holder instructing requesting such Holder to amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if If such Holder does not amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Holder's ’s right to purchase Common Stock New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Holder. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Instructions Subscription Forms shall be deemed to be properly completed:

Acceptance of Subscriptions. 14.1. The Rights ADS Warrant Agent is hereby authorized and directed to receive subscriptions for Common Stock New ADSs on behalf of the Company throughout the Subscription Period. Holders shall make payment to the ADS Warrant Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Warrant Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the Rights ADS Warrant Agent receives during the Subscription Period from Holders in respect of payments for Common Stock New ADSs shall be deposited in an account at the Rights ADS Warrant Agent that the Rights ADS Warrant Agent designates solely for such purpose (the "“Deposit Account"”) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the Rights ADS Warrant Agent receives each Holder's InstructionSubscription Form, the Rights ADS Warrant Agent shall determine whether the Holder sending such Holder's Instruction Subscription Form has properly completed and executed such forms form and will confirm with the Company that the Holder has submitted the correct payment Deposit Amount for the Common StockNew ADSs. If such form is not properly completed, is unexecuted or, or if such Holder did not send the correct payment amount Deposit Amount, then the Rights ADS Warrant Agent will send a notice to such Holder instructing requesting such Holder to amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if If such Holder does not amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Holder's ’s right to purchase Common Stock New ADSs in the Rights ADS Warrants Offer shall be deemed to be unexercisedunexercised and the ADS Warrant Agent shall promptly refund the amount deposited to such Holder. The ADS Warrant Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Instructions Subscription Forms shall be deemed to be properly completed:

Acceptance of Subscriptions. 1. 4.1 The ADS Rights Agent is hereby authorized and directed to receive subscriptions for Common Stock New ADSs relating to newly issued Shares and treasury Shares on behalf of the Company throughout the Subscription Period. Record Owners shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Holders Record Owners in respect of payments for Common Stock New ADSs shall be deposited in an account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the "“Deposit Account"”) and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Holder's InstructionSubscription Form, the ADS Rights Agent shall determine whether the Holder Record Owner sending such Holder's Instruction Subscription Form has properly completed and executed such forms form and will confirm with the Company that the Holder has submitted the correct payment Deposit Amount for the Common StockNew ADSs. If such form is not properly completed, is unexecuted or, or if such Holder Record Owner did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Holder instructing Record Owner requesting such Holder Record Owner to amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if If such Holder Record Owner does not amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Holder's Record Owner’s right to purchase Common Stock New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Record Owner. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Instructions Subscription Forms shall be deemed to be properly completed:

Acceptance of Subscriptions. 1The acceptance of subscriptions is at the discretion of the Company. The Rights Agent is hereby authorized and directed Company may require additional information prior to receive subscriptions for Common Stock on behalf of the Company throughout the determining whether to accept a subscription. Subscription PeriodPayments Subscription payments should be made by wire to “Clean Energy Solutions”. Any funds that the Rights Agent receives during the Subscription Period from Holders Payments via wire transfer should be made pursuant to instructions provided in respect of payments for Common Stock shall be deposited in an account at the Rights Agent that the Rights Agent designates solely for such purpose (the "Deposit Account") and such funds shall remain in the Deposit Account until they are distributed Exhibit B hereto. Additional Information For additional information or to the Company in accordance with Article VIhave any questions answered, paragraph 1 hereofplease contact Mx. As promptly as practicable after the Rights Agent receives each Holder's InstructionXxx Xxxxx, the Rights Agent shall determine whether the Holder sending such Holder's Instruction has properly completed and executed such forms and will confirm with the Company that the Holder has submitted the correct payment for the Common Stock. If such form is not properly completed, is unexecuted or, if such Holder did not send the correct payment amount then the Rights Agent will send a notice to such Holder instructing such Holder to amend its Holder's Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if such Holder does not amend its Holder's Instruction or submit the proper payment amount, as the case may beCompany’s Chief Executive Officer, by the Expiration Date, such Holder's right to purchase Common Stock in the Rights Offer shall telephone at (000) 000-0000 Ext. 814. No prospective investor will be deemed to be unexercised. Notwithstanding have purchased any Securities unless and until such time as all of the foregoingfollowing 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, without further authorization from delivered to the Company, except where otherwise specified or as otherwise notified and this Subscription Agreement is accepted in writing by the Company prior and (3) the Purchase Price (as defined in the Subscription Agreement) shall have been paid in full. SUBSCRIPTION AGREEMENT 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” and a warrant (the “Warrant”) to purchase one (1) share of Common Stock, at an exercise price of $1.60 per share, expiring one year from the date hereof (the “Offering”) to the Expiration Dateundersigned pursuant to the terms of this Subscription Agreement. The Unit, together with the Common Stock issued thereunder, the following Holder's Instructions shall Warrant and the Common Stock issuable upon the exercise of the Warrant are 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 be properly completed: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. 1. a. The Rights Company hereby authorizes and directs the Agent is hereby authorized and directed to receive accept subscriptions for Common Stock New ADSs on behalf of the Company throughout upon the Subscription Period. Any funds that proper completion and execution of an ADS Rights Certificate, surrender of the applicable ADS Rights Agent receives during Certificate and delivery of the Subscription Period from Holders U.S. Dollar Payment in respect of payments the ADS Subscription Price for Common Stock shall be deposited in an account at the Rights Agent that the Rights Agent designates solely for such purpose (the "Deposit Account") and such funds shall remain in the Deposit Account until they are distributed to the Company New ADSs, in accordance with Article VI, paragraph 1 the terms thereof and hereof. As promptly as practicable after The Company further authorizes the Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights Agent receives each Holder's Instruction, the Rights Agent shall determine whether the Holder sending such Holder's Instruction has properly completed and executed such forms and will confirm with the Company that the Holder has submitted the correct payment for the Common Stock. If such form is not properly completed, is unexecuted or, if such Holder did not send the correct payment amount then the Rights Agent will send a notice to such Holder instructing such Holder to amend its Holder's Instruction or submit the proper payment amount, as the case may be. Except as set forth in paragraph 3 of this Article IV, if such Holder does not amend its Holder's Instruction or submit the proper payment amount, as the case may be, by the Expiration Date, such Holder's right to purchase Common Stock in the Rights Offer shall be deemed to be unexercisedCertificate. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified on or as otherwise notified in writing by the Company prior to before the Expiration DateDate the Agent may accept any subscription without an ADS Rights Certificate effected by payment in full of the ADS Subscription Price, provided that any such payment is accompanied by a properly completed and executed Notice of Guaranteed Delivery duly completed and executed (which may be sent by facsimile transmission) from an eligible guarantor institution that is a member of a Medallion Signature Guarantee Program, irrevocably guaranteeing that an ADS Rights Certificate for the following Holder's Instructions shall be deemed to ADS Rights being exercised will be properly completed:, executed and delivered by such commercial bank or trust company or member firm to the Agent, prior to 5:00 p.m. (New York City time) on October 9, 2002; provided, however, that the Agent shall not deliver the New ADSs subscribed for until such ADS Rights Certificate(s) have been received by the Agent. If the financial institution that is a member of a Medallion Signature Guarantee Program fails to deliver a properly completed and signed ADS Rights Certificate before 5:00 p.m. (New York City time) on October 9, 2002, the Agent will sell the New ADSs issued in connection with the failed guarantee and will pay to the subscribing holder, from the net proceeds of the sale, only the lesser of the ADS Subscription Price paid or the net proceeds of such sale, in each case net of applicable fees and expenses incurred in connection with the failed guarantee. If the proceeds of the sale of the New ADSs exceed the amount payable to the holder, the Agent will be entitled to retain the excess proceeds.

Acceptance of Subscriptions. 14.1. The ADS Rights Agent is hereby authorized and directed to receive subscriptions for Common Stock New ADSs relating to newly issued Shares on behalf of the Company throughout the Subscription Period. Record Owners shall make payment to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment must be received by the ADS Rights Agent no later than 5:00 p.m., New York time, on the Expiration Date. Any funds that the ADS Rights Agent receives during the Subscription Period from Holders Record Owners in respect of payments for Common Stock New ADSs shall be deposited in an account at the ADS Rights Agent that the ADS Rights Agent designates solely for such purpose (the "Deposit Account") and such funds shall remain in the Deposit Account until they are distributed to the Company in accordance with Article VI, paragraph 1 hereofSection 6.2. As promptly as practicable after the ADS Rights Agent receives each Holder's InstructionSubscription Form, the ADS Rights Agent shall determine whether the Holder Record Owner sending such Holder's Instruction Subscription Form has properly completed and executed such forms form and will confirm with the Company that the Holder has submitted the correct payment Deposit Amount for the Common StockNew ADSs. If such form is not properly completed, is unexecuted or, or if such Holder Record Owner did not send the correct payment amount Deposit Amount, then the ADS Rights Agent will send a notice to such Holder instructing Record Owner requesting such Holder Record Owner to amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be. Except as set forth in paragraph 3 of this Article IVbelow, if such Holder Record Owner does not amend correct its Holder's Instruction Subscription Form or submit the proper payment amountDeposit Amount, as the case may be, by the Expiration Date, such Holder's Record Owner’s right to purchase Common Stock New ADSs in the ADS Rights Offer shall be deemed to be unexercisedunexercised and the ADS Rights Agent shall promptly refund the amount deposited to such Record Owner. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer. Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Holder's Instructions Subscription Forms shall be deemed to be properly completed: