Promissory Note issued to Silverback on March 31, 2022

Exhibit 4.10

Promissory Note

$360,000 March 31^st, 2022

Manhattan Beach, CA 90266

FOR VALUE RECEIVED, Clean Vision Corporation., a Nevada corporation (the “Company”), hereby promises to pay to the order of Silverback Capital Corporation (the “Payee”), at the address specified for notice below, or such other place as the Payee may designate to Company in writing from time to time, the aggregate principal face amount of $360,000 together with interest on the principal amount outstanding hereunder at the rate set forth below in lawful money of the United States of America shall be due and payable on the one-year anniversary of the Note, unless prepaid or converted earlier (this “Note”).

1. The Offer - Private placement (the “Offering”) of units (the “Units”) consisting of Senior Subordinated Convertible Notes (the “Notes”), convertible into shares of common stock of the Company (the “Common Stock”) at the Conversion Price (as defined below), and warrants (the “Warrants”). The Notes and Warrants shall be offered pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), only to accredited investors as defined in Regulation D promulgated under the 1933 Act.

2. Purchase Price – This Note contains an- Original Issue Discount of 20%, Upon execution and delivery of this Note, the sum of $300,000 shall be remitted and delivered to, or on behalf of the Company by Payee.

3. Payment Terms

4. Right to Convert - The principal amount of the Notes may be converted at the option of the Note Holder into shares of Common Stock of the Company at the Conversion Price at any time prior to the Maturity Date, or thereafter during an Event of Default (a “Conversion”); provided, however, that in no event shall the Payee be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Payee and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Payee and its affiliates of more than 4.99% of the then outstanding shares of Common Stock. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, however, that the limitations on conversion may be waived (up to 9.99%) by the Payee upon, at the election of the Payee, not less than sixty-one (61) days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Payee, as may be specified in such notice of waiver). The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Payee; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion

Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Face Amount of this Note to be converted in such conversion plus (2) at the Payee’s option, accrued and unpaid interest, if any, on such Principal Face Amount at the Interest Rate to the Conversion Date, plus (3) at the Payee’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) or (2). The “Conversion Price” of the Notes shall be $0.02; provided, that if the Company shall effect a Qualified Offering (as defined below) the Conversion Price shall thereupon be such price that represents a 20% discount to the offering price of the Borrower’s Common Stock in the “Qualified Offering”. A “Qualified Offering” shall mean a public offering in the United States pursuant to a registration statement declared effective by the Securities and Exchange Commission pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Common Stock is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange. To convert this Note into shares of Common Stock upon an optional conversion on any date after the initial issuance date (a “Conversion Date”), a Payee shall deliver, via electronic mail or otherwise, for receipt on or prior to 11:59 p.m., Eastern time, on such date, a copy of an executed Notice of Conversion of the share(s) subject to such conversion to the Company. The Payee shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original Note so converted as aforesaid. On or before the first Trading Day following the date of receipt of a Notice of Conversion, the Company shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto, of receipt of such Notice of Conversion to such Payee and the Company’s Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Notice of Conversion in accordance with the terms herein.

(a)                   Upon (i) the request of the Company‘s underwriters that to convert this Note

into shares of Common Stock or (ii) a Qualified Offering, the outstanding principal face amount of this Note shall automatically convert into shares of Common Stock at the Conversion Price without any further action on the part of the Corporation or the Holder and the Holders shall have no further rights as a Holder. The effective date of the conversion shall be the date requested by the underwriters or first trading date of the shares of Common Stock on a national securities exchange, as applicable.

(b)                   Authorized and Reserved Shares. The Borrower covenants that at all

times until the Note is satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of number of Conversion Shares equal to the number of shares of Common Stock reserved in the Payee’s Transfer Agent Letter entered into in connection with this Note (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non- assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of Conversion Shares into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower acknowledges that it has irrevocably instructed its transfer agent to reserve the Conversion Shares and agrees that this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares in accordance with the terms and conditions of this Note.

5. Adjustments - If the Company at any time on or after the initial issuance date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the initial issuance date combines (by any reverse split, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 5 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 5 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

6. Default - It shall be an event of default (“Event of Default”), and the entire unpaid principal of this Note shall become immediately due and payable upon the occurrence of any of the following events:

(a)                   any failure on the part of the Company to make any payment under this

Note when due, and such failure continues for ten (10) days after the due date;

(b)                   the Company’s commencement (or take any action for the purpose of commencing) of any proceeding under any bankruptcy, or for the reorganization of any party liable hereon, whether as maker, endorser, guarantor, surety or otherwise, or for the readjustment of any of the debts of any of the foregoing parties, under the Federal Bankruptcy Code, as amended, or any part thereof, or under any other laws, whether state or Federal, for the relief of debtors, now or hereafter existing, by any of the foregoing parties, or against any of the foregoing parties;

(c)                   a proceeding shall be commenced against the Company under any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or similar law or statute and relief is ordered against such party, or the proceeding is controverted but is not dismissed within thirty (30) days after the commencement thereof;

(d)                   the appointment of a receiver, trustee or custodian for all or substantially all of the assets of the Company, which appointment remains in place for at least one hundred twenty (120) days, the dissolution or liquidation of the Company; or

(e)                   the admission by the Company of its inability to pay its debts as they mature, or an assignment for the benefit of the creditors of the Company.

(f)                    A Qualified Offering pursuant to which the Common Stock is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange is not consummated by March 31, 2023.

In the case of a default, besides other remedies available, the Note Holder shall have the option to convert the entire unpaid principal and interest of this Note into shares of common stock the lower of i) .02 per share or ii) a 20% discount to the 5-day trailing VWAP of the Common Stock. For the purposes hereof, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) and (b) if the Common Stock is not then listed or quoted for trading a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).

7. Waiver

(a)                   The Company and every endorser or guarantor, if any, of this Note

regardless of time, order, or place of signing waive demand, presentment, protest, notice of protest, notice of dishonor with respect to this Note and notices of every kind and assent to any one or more extensions or postponements of the time of payment or any other indulgences, to any substitutions and to any additions or releases of any other parties or persons primarily or secondarily liable with respect to this Note.

(b)                  The parties hereto agree that a waiver of rights under this Note shall not be

deemed to be made by a party hereto unless such waiver shall be in writing, duly signed by the applicable party, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall in no way impair the rights of the parties hereto in any other respect at any other time.

(c)                   IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE COMPANY WAIVES (TO THE FULL EXTENT PERMITTED BY LAW) ALL RIGHT TO A TRIAL BY JURY.

8. GOVERNING LAW - THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

9. Assignment of Note. The Company may not assign or transfer this Note or any of its obligations under this Note in any manner whatsoever (including, without limitation, by the consolidation or merger with or into another corporation) without the prior written consent of Payee. The Note may be assigned at any time by the Payee.

10. Miscellaneous.

Such addresses may be changed by notice given as provided in this subsection. Notices shall be effective upon the date of receipt; provided, however, that a notice (other than a notice of a changed address) sent by certified or registered U.S. mail, with postage prepaid, shall be presumed received not later than three (3) business days following the date of sending.

whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to the Payee for the use of the money advanced or to be advanced hereunder exceed the maximum rate of interest allowed to be charged under applicable law (the “Maximum Legal Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Legal Rate, then the obligation to pay interest hereunder shall be reduced to the Maximum Legal Rate; and if from any circumstance whatsoever, the Payee shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Legal Rate, such amount as would be excessive interest shall be applied to any other indebtedness of the Company to the Payee. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and the Payee with respect to the indebtedness evidenced hereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Note as of the date first set forth above.

EXHIBIT A

NOTICE OF CONVERSION

In accordance with and pursuant to the Note with a principal face amount of $360,000 issued to the Payee by Clean Vision Corporation, the undersigned hereby elects to convert the principal face amount of $____ indicated below into shares of common stock, $0.001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below.

Date of Conversion:

Principal Face Amount to be converted: _________

Interest to be converted: ___________________________

_____________________________________________

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: ____________________________

Please confirm the following information:

Conversion Price: _______________________________

Number of shares of Common Stock to be issued: ____________________

Please issue the Common Stock being converted to Payee, or for its benefit, as follows:

Check here if requesting delivery as a certificate to the following name and to the following address:

Issue to: ____________________________________

____________________________________________

____________________________________________ 

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant: _____________________________________

_________________________________________________

_________________________________________________

Date:______________________,

__________________________ 

Name of Registered Holder

Tax ID: _____________________

Facsimile: ___________________

E-mail Address:

ACKNOWLEDGEMENT 

The Company hereby acknowledges this Notice of Conversion and hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Corporation and acknowledged and agreed to by ________________________.

CLEAN VISION CORPORATION.

By:_____________________

Dan Bates

CEO

Exhibit “A”

LEAK-OUT AGREEMENT

This Leak-Out Agreement (the “Agreement”) made as of this 31^st day of March 2022, by and between Clean Vision Corporation, a Nevada corporation (the “Issuer”), and the undersigned (the “Subscriber” or “You”).

WHEREAS, it is intended that the shares of common stock of the Company covered by this Agreement shall include 30,000,000 shares of common stock represented by the stock certificate/s (or any successor stock/s issued on the transfer of such stock certificate/s) described on the Counterpart Signature Page hereof (the “Common Stock”); and

WHEREAS, the execution and delivery of this Agreement was a condition of the Subscription Agreement by the Subscriber of the Common Stock covered hereby; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.