Clean Vision Corporation announced that it has Securities Purchase Agreement with an accredited investor to issue 2 12% convertible notes in the aggregate principal amount of $660,000 and issued at discount of $30,000; aggregate gross proceeds of $600,000 on October 26, 2023.

On the same date, the company announced that it has issued 1 12% convertible note for the gross proceeds of $300,000 in the first tranche. On the First Closing Date, the Company issued 800,000 restricted shares of Common Stock to the Purchaser as additional consideration for the purchase of the First Note. Upon the closing of the Second Note, the Company will issue additional commitment shares in an amount calculated based on the price per share of the Common Stock at the time of funding of such Second Note. In addition to the Commitment Shares, the Company agreed to issue 7,500,000 shares of Common Stock to the Purchaser (the ?Returnable Shares?) for each Note. Each issuance of Returnable Shares is subject to recalculation based on the price per share of Common Stock at the time of funding for each Note, such that the economic value of each set of Returnable Shares shall be equal to the value of the initial set of Returnable Shares. The principal amount of each Note is $330,000 (the ?Principal?), with an original issue discount of $30,000, resulting in a purchase price of $300,000 for each Note. Each Note carries guaranteed interest in the amount of twelve percent (12%) per calendar year from the date of issuance of each such Note (the ?Interest?). All Principal and Interest owing under the First Note is due and payable on July 26, 2024. A lump-sum interest payment equal to $39,600 shall be immediately due on the First Issuance Date and shall be added to the principal balance and payable on the First Note Maturity Date or upon acceleration or by prepayment or otherwise, notwithstanding the number of days which the Principal is outstanding. Principal payments shall be made in four (4) installments, each in the amount of $75,000 commencing on the one hundred eightieth (180 th ) daily anniversary following the First Issuance Date and continuing thereafter each thirty (30) days for four (4) months thereafter. Notwithstanding anything in the First Note to the contrary, the final payment of Principal and Interest shall be due on the First Note Maturity Date. Any amount of Principal or Interest on the First Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. The number of shares of Common Stock to be issued upon each conversion of the First Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion delivered to the Company by the Purchaser. The ?Conversion Price? is equal to, subject to adjustments as described in the First Note, $0.025 per share (the ?Fixed Price?).