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CLEAN ENERGY TECHNOLOGIES, INC.

ESCROW FUNDING AGREEMENT

This ESCROW FUNDING AGREEMENT (this “Agreement”) dated as of November 1, 2016 is made

by and between Clean Energy Technologies, Inc., a Nevada corporation (the “Company”) and Red Dot

Investment, Inc., a California corporation (“Lender”).

RECITALS

WHEREAS on or about March 15, 2016 the Company and Peak One Opportunity Fund, L.P., a

Delaware limited partnership (“Peak One”) entered into a Securities Purchase Agreement dated March

11, 2016 (the “SPA”).

WHEREAS pursuant to the SPA, on March 15, 2016 Peak One subscribed for and purchased

from the Company and the Company issued to Peak One a Convertible Debenture dated March 15,

2016 in the original stated principal amount of $75,000.00 (as originally issued and as amended as

provided herein, the “Convertible Debenture”).

WHEREAS, concurrently herewith, the Company is issuing a redemption notice to Peak One

relating to the Convertible Debenture, pursuant to which the Company elected to redeem all of the

remaining outstanding balance of the Convertible Debenture for an aggregate redemption price of

$84,000.00.

WHEREAS, prior to issuing the redemption notice, the Company did not have the funds to

redeem the Convertible Debenture, but Section 2(b)(iii) of the Convertible Debenture called for there

to be in escrow sufficient funds to effect a redemption of the Convertible Debenture prior to the time

of issuing a redemption notice.

WHEREAS, in compliance with the terms of the Convertible Debenture, Lender is concurrently

herewith depositing in escrow with Richardson & Maloney LLP (the “Escrow Holder”) sufficient

funds to effect the redemption and pay any redemption related costs (the “Escrow”).

WHEREAS, as a condition to such deposit, and in accordance with the terms of the Convertible

Debenture and the SPA, the Company agrees to assign to Lender all of the Company’s rights to

repurchase the Convertible Debenture through redemption, effective upon issuance of the redemption

notice.

WHEREAS, pursuant to the instructions of Lender and the Company contained herein, Lender

and the Company are instructing the Escrow Holder to disburse funds from the Escrow to fund the

entirety of the Company’s redemption of the Convertible Debenture and all costs, expenses, fees or

other charges arising in connection with or relating to the redemption of the Convertible Debenture,

the assignment of the Company’s rights relating thereto, the amendment of the Convertible Debenture

once acquired by Lender, this Agreement, the transactions contemplated herein, including the

Financing Fee (as defined below) and any costs, expenses, or other fees relating to the Convertible

Debenture or its enforcement and collection, and any other expense for or on account of the Company

for which an agent of the Company may request an advance, provided such advance is approved by

the Executive Chairman of the Company or the Escrow Holder (collectively, the “Ancillary

Expenses”).

WHEREAS Lender has agreed that Lender will only acquire the rights of the Company with

respect to the Convertible Debenture and that Lender is acquiring the Convertible Debenture through

Escrow, including through subrogation to the rights of Peak One, and is not purchasing the Convertible

Debenture from the Company, and that, as a result, Lender is acquiring the Convertible Debenture as

a good faith purchaser for value and a holder in due course, but Lender does not acquire the Convertible

Debenture with any representation or warranty from Peak One other than as implied by Peak One to

the Company, as assignor, with respect to its ownership of the Convertible Debenture.

WHEREAS Lender and the Company have agreed that the Convertible Debenture will govern

the rights between Lender and the Company and they have agreed to amend the Convertible Debenture,

once acquired by Lender or once Lender is subrogated to the rights thereunder, (a) to have a fixed

conversion price of $.005 per share, subject to limited potential adjustment, (b) to have a fixed interest

rate of ten percent (10%) per annum with respect to both the Peak One redemption amount and any

Ancillary Expenses (in each case with a minimum 10% yield in the event of payoff or conversion

within the first year), as provided herein, all such expenses to be for the account of and the

responsibility of the Company, notwithstanding that Lender may advance sums to pay for them, the

amount of such Ancillary Expenses to constitute additional principal under the Convertible Debenture,

as amended, and (c) as otherwise provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to agree as

follows:

Recitals; Terms. The foregoign Recitals are incorproated herin by refernce as if set

forth fully herein and, in accodacne with Section 622 of the California Evidence Code, the facts recited

in the Recitals are conclusively presumed to be true as between the parties hereto, or their successors

in interest. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed

thereto in the Convertible Debenture (including any terms incorproated by reference therein).

Escrow Deposit; Debenture Assignment; Promise to Pay.

(a)

Upon and subject to the terms and conditions set forth in this Agreement,

Lender has designated and hereby reaffirms such designation, from funds on deposit in the

Escrow with the Escrow Holder, sufficient funds to effect the redemption and pay any

Ancillary Expenses. The total of such amounts (the “Owed Principal Amount”) shall be as set

forth in a schedule (the “Loan Schedule”) prepared and updated by Lender from time to time

and that may be appended or re-appended by Lender to the Convertible Debenture (or a copy

thereof if Lender does not receive the original of the Convertible Debenture). The parties agree

that the Loan Schedule, as prepared by Lender from time to time and whether or not appended

to the Convertible Debenture (or a copy thereof), shall conclusive evidence of the Owed

Principal Amount.

(b)

The Company represents and warrants to Lender that, currently with the above

the Company has issued the redemption notice for the Convertible Debenture.

(c)

As a condition to such designation, and in accordance with the terms of the

Convertible Debenture and the SPA, immediately after the issuance of the redemption notice

as provided in Section 2(b) above, the Company hereby assign to Lender all of the Company’s

rights to repurchase the Convertible Debenture.

(d)

To induce Lender to acquire the Convertible Debenture, the Company agrees

to pay to Lender a fee of $10,000.00 (the “Financing Fee”), with the amount of the Financing

Fee to be included as an Ancillary Expenses.

(e)

In consideration of the foregoing, the Company hereby agrees to repay to

Lender, in accordance with the terms and conditions of the Convertible Debenture as amended

hereby, the Owed Principal Amount, together with interest accrued thereon and other amounts

owing in connection therewith (including all Ancillary Expenses), as any such amounts be due

and owing and whether or not reflected in the Loan Schedule.

Escrow Instruction. Lender and the Company hereby jointly instruct the Escrow

Holder to disburse funds from the Escrow to fund the entirety of the Company’s redemption of the

Convertible Debenture and to pay from the Escrow any and all Ancillary Expenses, inculding the legal

expenses incurred in connection with the preparation of this Agreement and the expenses of the Escrow

Holder. At the request of the Escrow Holder, Lender shall conifrm in writing the Escrow Holder’s

payment of Ancillary Expenses and Escrow Holder’s authortiy threfor, though no such confirmation

shall be required, it being agreed between the parties that the Escrow Holder shall have the authority

to pay such expenses as they are invoiced.

Amendments to Convertible Debenture. Lender and the Company agree to amend

the Convertible Debenture, once acquired by Lender or once Lender is subrogated to the rights

thereunder, as follows: (a) the first paragraph of the Convertible Debenture is amended by (i)

substituting Lender and its information for Peak One and its information, (ii) changing the definition

of “Principal Amount” to mean the Owed Principal Amount, (iii) deleting the second sentence, (iv)

deleting all of the third sentence but keeping the definition of “Common Stock,” and (v) in the last

sentence, deleting all words between the word “time” and the period; (b) Section 2(a) is amended to

provide that all amounts due under the Convertible Debenture, including the Principal Amount and

interest acrued thereon, shall be convertible into Common Stock at a fixed conversion price of $.005

per share, subject to equitable adjustments resulting from any stock splits, stock dividends,

recapitalizations, or similar events or events with similar effect; provided that, if any amount of any

Note shall be convertible into Common Stock at a price per share that is less than $0.002 per share,

then, at the election of the Holder, the conversion price shall be adjusted to be equal the lowest price

at which any such amount of a Note shall be converted into Common Stock (subject to the same

equitable adjustments), with any such adjustment to be for the benefit of the Holder and, at the Holder’s

election, one or more other holders of Common Stock as of November 1, 2016; (c) Section 2(b) of the

Convertible Debenture is deleted in its entirety; (d) Section 3 is deleted in its entirety and replaced with

the following “Any amount owed under this Debenture may be converted at the election of the Holder

prior to, at or after the Maturity Date.”; (e) the first four sentences of Section 9 are amended and restated

to provide that the Convertible Debenture shall be governed by the law of the State of Nevada and that

any dispute or other matter between the parties shall be submitted to expedited commerical arbitration

before Pan Pacific Arbitration in accorance with Section 13 below; (f) interest shall acrue from the

date hereof on all Owed Principal Amount at a rate per annum equal to ten percent (10%) per annum,

with a minimum interest accrual of 10% of the Principal Amount in the event the Convertible

Debenture is converted or repaid within one year, and (g) the Convertible Debenture shall entitle the

Holder to voite on all matters on which holders of Common Stock are entitled to vote, including the

election of directors, on an as-converted basis, based on the maximum number of shares of Common

Stock into with the Convertible Debenture is convertible, applying any then-applicable conversion

limitation.

Events of Default. In addition to the Events of Default listed in the Convertible

Debenture, the occurrence of any of the following shall also constitute an “Event of Default” under the

Convertible Debenture and this Agreement:

(a)

Failure to Pay. The Company shall fail to pay when due any outstanding

amount owed under the Convertible Debenture;

(b)

Cross Default. A default shall occur in any other obligation of the Company

to pay money or to perform an obligation when due;

(c)

Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i)

apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all

or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts

generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors,

(iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under

any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation,

reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or

other similar law now or hereafter in effect or consent to any such relief or to the appointment of or

taking possession of its property by any official in an involuntary case or other proceeding commenced

against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(d)

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the

appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part

of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization

or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or

other similar law now or hereafter in effect shall be commenced and an order for relief entered or such

proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

Rights of Lender upon Default. In addition to any remedies listed in the Convertible

Debenture or available at law or in equity, upon the occurrence and during the continuance of any

Event of Default (and giving effect to any applicable cure periods) and at any time thereafter during

the continuance of such Event of Default, Lender may declare all amounts payable under the

Convertible Debenture to be and become immediately due and payable, whereupon such amounts shall

be immediately due and payable in full. In addition to the foregoing remedies, upon the occurrence or

existence of any Event of Default, Lender may exercise any other right power or remedy otherwise

permitted to it by law, either by suit in equity or by action at law, or both.

No Assignment by the Company. Neither this Agreement nor the Convertible

Debenture nor any of the rights, interests, or obligations of the Company hereunder or thereunder may

be assigned, in whole or in part, by the Company, including by operaiton of law, without the prior

written consent of Lender.

Waiver and Amendment. Any provision of this Agreement may be amended,

waived, or modified upon the written consent of Company and the Lender.

Notices.

All notices, requests, demands, consents, instructions, or other

communications required or permitted hereunder shall be in writing and faxed, emailed, mailed, or

delivered to each party at the respective addresses of the parties provided for such purpose. All such

notices and communications will be deemed given when sent to an address of the reciptient. Any party

hereto may by notice so given change its address for future notice hereunder.

10.

Payment. Payment shall be made in lawful tender of the United States.

11.

Expenses. If action is instituted to collect on the Convertible Debenture or to enforce

any right under this Agreement, the prevailing party shall pay all costs and expenses, including, without

limitation, attorneys’ fees and costs, incurred in connection with such action.

12.

Governing Law. All questions concerning the construction, validity, enforcement and

interpretation of this Agreement shall be governed by and construed and enforced in accordance with

the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

13.

Arbitration; Waiver of Right to Trial by Jury. Any dispute, controversy or claim

arising from or connected with this Agreement, including one regarding the existence, validity or

performance of this Agreement or the Convertible Debenture (a “Dispute”) shall be referred to and

finally resolved by arbitration under the expedited commercial arbitration rules of Pan Pacific

Arbitration. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY

HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN

ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE

CONVERTIBLE DEBENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY.

14.

Usury Limitations. It is the intention of the Company and Lender to conform strictly

to applicable usury laws. Accordingly, notwithstanding anything to the contrary in this Agreement or

the Convertible Debenture, amounts deemed to constitute interest under applicable law and contracted

for, chargeable, or receivable under this Agreement or under the Convertible Debenture shall under no

circumstances, together with any other interest, late charges, or other amounts which may be

interpreted to be interest contracted for, chargeable, or receivable hereunder or thereunder, exceed the

maximum amount of interest permitted by law, and in the event any amounts were to exceed the

maximum amount of interest permitted by law, such excess amounts shall be deemed a mistake and

shall either be reduced immediately and automatically to the maximum amount permitted by law or, if

required to comply with applicable law, be canceled automatically and, if theretofore paid, at the option

of Lender, be refunded to the Company or credited on the principal amount of the Convertible

Debenture then outstanding.

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IN WITNESS WHEREOF, the Company and Lender have each caused this Escrow Funding

Agreement to signed by their duly appointed and authorized officers as the act and deed of such

company as of the date first written above.

CLEAN ENERGY TECHNOGIES, INC.,

a Nevada corporation

By:

Kambiz Mahdi

Chief Executive Officer

RED DOT INVESTMENT, INC.,

a California corporation

By:

Ted Hsu

Chief Executive Officer