OCEAN THERMAL ENERGY CORPORATION NOTE AND WARRANT PURCHASE AGREEMENT December 28, 2017Note and Warrant Purchase Agreement • January 3rd, 2018 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of December 28, 2017, by and among Ocean Thermal Energy Corporation, a Nevada corporation (the “Company”), and the investors listed on Exhibit A hereto who become signatories to this Agreement (each an “Investor” and, collectively, the “Investors”).
ContractCommon Stock Purchase Warrant • January 3rd, 2018 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER).
OCEAN THERMAL ENERGY CORPORATION UNSECURED PROMISSORY NOTEUnsecured Promissory Note • January 3rd, 2018 • Ocean Thermal Energy Corp • Electric & other services combined
This Unsecured Promissory Note (this “Note”) is one of a series of Notes (collectively with this Note, the “Notes”) issued by the Company to investors pursuant to that certain Note and Warrant Purchase Agreement dated December 28, 2017.
