SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2018 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2018, by and between OCEAN THERMAL ENERGY CORPORATION, a Nevada corporation, with headquarters located at 800 South Queen Street, Lancaster, PA 17603 (the “Company”), and COLLIER INVESTMENTS, LLC, a California limited liability company, with its address at 120 Birmingham Drive, Suite 230, Cardiff, CA 92007 (the “Buyer”).
TetriDyn Solutions, Inc. Employment Agreement 1. Introduction. As a condition of your employment with TetriDyn Solutions,Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), you understand and acknowledge that your...Creative Vending Corp • March 28th, 2006 • Blank checks • Idaho
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2017 • Ocean Thermal Energy Corp • Electric & other services combined • Kansas
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 18, 2017, by and between OCEAN THERMAL ENERGY CORPORATION, a Nevada corporation (the "Company"), and L2 CAPITAL, LLC, a Kansas limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANT OCEAN THERMAL ENERGY CORPORATIONCommon Stock Purchase Warrant • February 23rd, 2018 • Ocean Thermal Energy Corp • Electric & other services combined • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $100,000.00, with respect to the first tranche of $121,111.000 issuance of that certain senior secured promissory note in the original principal amount of $565,555.00 on February 16, 2018 by the Company (as defined below) to the Holder (as defined below)) (the “Note”), L2 Capital, LLC, a Kansas limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Ocean Thermal Energy Corporation, a Nevada corporation (the “Company”), up to 242,222 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) (with the understanding that
TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONOcean Thermal Energy Corp • July 19th, 2017 • Services-prepackaged software
TetriDyn Solutions, Inc. entered into a certain Agreement and Plan of Merger, dated as of March 1, 2017 (the “Merger Agreement”), by and among TetriDyn Solutions, Inc., a Nevada corporation (“TetriDyn”) and Ocean Thermal Energy Corporation (“OTE”), a Delaware corporation. Pursuant to the Merger Agreement, a newly-created Delaware corporation that is wholly-owned by TetriDyn will merge with and into OTE, with OTE continuing as the surviving corporation and a wholly-owned subsidiary of TetriDyn. All outstanding shares of OTE’s common stock held as of the record date by the stockholders of OTE will be converted into the right to receive newly-issued shares of TetriDyn common stock (the “Merger”). In connection with the Merger, TetriDyn will change its name to Ocean Thermal Energy Corporation. The business operations of OTE shall continue uninterrupted.
BACKGROUNDTechnology License Agreement • March 28th, 2006 • Creative Vending Corp • Blank checks • Idaho
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 21st, 2017 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
This equity purchase agreement is entered into as of December 18, 2017 (this "Agreement"), by and between Ocean Thermal Energy Corporation, a Nevada corporation (the "Company"), and L2 Capital, LLC, a Kansas limited liability company (the "Investor").
SECURITY AGREEMENTSecurity Agreement • June 1st, 2018 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of May 22, 2018, by and between Ocean Thermal Energy Corporation, a Nevada corporation (the "Borrower"), and Collier Investments, LLC, a California limited liability company (the "Secured Party" or "Secured Parties"). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the "Note Purchase Agreement").
LOAN AGREEMENT This Loan Agreement (the “Loan Agreement”) is made as of [date], 2013, by and between [name of lender] (the “Lender”) and Ocean Thermal Energy Corporation, a Delaware corporation with its registered offices at 800 South Queen Street,...Loan Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
Ocean Thermal Energy Corporation By: /s/ Jeremy Feakins Name: Jeremy Feakins Title: Chairman & CEO [Lender] By: /s/ [name] Name: [name] Title: [title]
LOAN AGREEMENTLoan Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
This Loan Agreement (the “Loan Agreement”) is made as of December 26, 2014, by and between James G. Garner, Jr. (the “Lender”) and Ocean Thermal Energy Corporation (the “Borrower”).
Lease Document Between Idaho State University and TetriDyn Solutions, Inc.Creative Vending Corp • March 29th, 2006 • Blank checks
LOAN AGREEMENTLoan Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
Borrower: Lender: Ocean Thermal Energy Corporation Jeremy P. Feakins & Associates LLC 800 South Queen Street 800 South Queen Street Lancaster, PA 17603 Lancaster, PA 17603 With a copy to: With copy to: Gerald Koenig Jeremy P. Feakins 8220 Crestwood Heights Drive, #1105 1200 West Penn Grant Road McLean VA 22102 Lancaster, PA 17603
OCEAN THERMAL ENERGY CORPORATION Employment AgreementEmployment Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
AGREEMENT AND PLAN OF MERGER between TETRIDYN SOLUTIONS, INC. And OCEAN THERMAL ENERGY CORPORATION March 1, 2017 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 10th, 2017 • Tetridyn Solutions Inc • Services-prepackaged software
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as March 1, 2017, is entered into by and between TETRIDYN SOLUTIONS, INC., a Nevada corporation (“TetriDyn”), and OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (“OTE”). TetriDyn and OTE are sometimes hereinafter together referred to as the “Parties.”
ContractOcean Thermal Energy Corp • January 3rd, 2018 • 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).
AGREEMENT TO TERMINATE AGREEMENT AND PLAN OF MERGERAgreement to Terminate • December 10th, 2015 • Tetridyn Solutions Inc • Services-prepackaged software
THIS AGREEMENT TO TERMINATE AGREEMENT AND PLAN OF MERGER (this “Termination Agreement”), is entered into as of December 7, 2015, by and between TETRIDYN SOLUTIONS, INC., a Nevada corporation (“TetriDyn”), and OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (“OTE”), on the following:
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”).
COMPENSATION AGREEMENTCompensation Agreement • August 25th, 2017 • Ocean Thermal Energy Corp • Services-prepackaged software • Nevada
THIS COMPENSATION AGREEMENT is entered into this 3rd day of August, 2017, between and among OCEAN THERMAL ENERGY CORPORATION, a Nevada corporation formerly named TetriDyn Solutions, Inc. (“OTE”), and its subsidiary, OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (together, the “Companies”), and JAMES R. KRUSE, an attorney (“Attorney”), on the following:
AGREEMENTAgreement • March 20th, 2020 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
This LOAN AGREEMENT (the “LOAN’” is made by and between Ocean Thermal Energy Corporation, a Nevada corporation (the “Company”, “OTE” or “Borrower”) and ___________________ (the “Lender”). The Borrower and the Lender are also referred to herein individually as a “Party” and collectively as the “Parties”.
BRIDGE LOAN AGREEMENTLoan Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
This Loan Agreement (the "Loan Agreement") is made as of ________________________, by and between ___________________________________________(the "Lender") and Ocean Thermal Energy Corporation (the "Borrower").
LEASE AGREEMENTLease Amending Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
THIS LEASE, made this First day of March, 2015, by and between Queen Street Development Partners 1, LP of 1200 West Penn Grant Rd, Lancaster, Pennsylvania (hereinafter called Lessor) and TetriDyn Solutions, Inc., a Nevada Corporation (hereinafter called "Lessee"), with a current mailing address of 1651 Alvin Ricken Drive, Pocatello, ID 83201
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 29th, 2022 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
THIS STOCK PURCHASE agreement (“Agreement”) is made and entered into as of the 25th day of August, 2022 (“Effective Date”), by and among: Ocean Thermal Energy Corporation, a Nevada corporation (“Shareholder”), Epaphus Global Energy, LLC, a Delaware limited liability company (the “Buyer”) and OCEES International, Inc., a Hawaii (“Company”) (each a “Party” and collectively the “Parties”).
OCEAN THERMAL ENERGY CORPORATION UNSECURED PROMISSORY NOTEOcean Thermal Energy Corp • January 3rd, 2018 • 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.
LOAN AGREEMENTLoan Agreement • March 20th, 2020 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
This Loan Agreement (the “Loan Agreement”) is made as of January 2, 2019 , by and between (the “Lender”) and OCEAN THERMAL ENERGY CORPORATION (the “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 12th, 2016 • Tetridyn Solutions Inc • Services-prepackaged software
This ASSET PURCHASE AGREEMENT (“Agreement”) is made effective the 8th day of December 2016 (“Effective Date”), between TetriDyn Solutions, Inc., a Nevada corporation (“Buyer”), and JPF Venture Group, Inc., a Delaware corporation (“Seller”). Capitalized terms not otherwise defined in this Agreement are defined in Article I. Buyer and Seller are each referred to herein as a “Party” and together as the “Parties.”
LOAN AGREEMENTLoan Agreement • March 20th, 2020 • Ocean Thermal Energy Corp • Electric & other services combined • Nevada
This LOAN AGREEMENT (the “LOAN’” is made by and between Ocean Thermal Energy Corporation, a Nevada corporation (the “Company”, “OTE” or “Borrower”) and __________________ (the “Lender”). The Borrower and the Lender are also referred to herein individually as a “Party” and collectively as the “Parties”.
Contract Amendment #1Consulting Agreement • November 10th, 2009 • Tetridyn Solutions Inc • Services-prepackaged software • Idaho
This amendment is to the Consulting Agreement between TetriDyn Solutions, Inc. (“TetriDyn”) and SouthFork Solutions, Inc. (“SouthFork”) dated July 17, 2007.
Exh 10-a THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE...Creative Vending Corp • February 28th, 2006 • Blank checks • Florida
INVESTMENT AGREEMENTInvestment Agreement • June 8th, 2015 • Tetridyn Solutions Inc • Services-prepackaged software • Delaware
Debt Resolution AgreementDebt Resolution Agreement • April 27th, 2007 • Tetridyn Solutions Inc • Blank checks
TetriDyn Solutions, Inc. (the “Company”) had amounts due to David W. Hempstead (a shareholder) for funds loaned to the Company and for Company expenditures covered by Mr. Hempstead. The balances due to Mr. Hempstead at April 20, 2007 was $77,750.85. The notes payable bear interest at 6% per annum, resulting in the Company owing Mr. Hempstead an additional $6,329.36 in accrued interest.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • March 2nd, 2017 • Tetridyn Solutions Inc • Services-prepackaged software
This Amendment to Convertible Promissory Notes (this “Amendment”) is entered into as of February 24, 2017 (the “Effective Date”), by and between TETRIDYN SOLUTIONS, INC. (the “Company”) and JPF VENTURE GROUP, INC. (the “Lender”).
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2017 • Ocean Thermal Energy Corp • Electric & other services combined
This Consulting Agreement (this “Agreement”), made this 27th day of September 2017, by and between James Mahoney, an individual, hereinafter referred to as the "Consultant", and Ocean Thermal Energy Corporation, a Delaware corporation, hereinafter referred to as "Company.”
LOAN AGREEMENTLoan Agreement • March 22nd, 2019 • Ocean Thermal Energy Corp • Electric & other services combined • Pennsylvania
This Loan Agreement (the “Loan Agreement”) is made as of November 6, 2017, by and between JPF Venture Group, Inc. (the “Lender”) and Ocean Thermal Energy Corporation (the “Borrower”).
LOAN AGREEMENTLoan Agreement • March 31st, 2010 • Tetridyn Solutions Inc • Services-prepackaged software • Idaho
THIS AGREEMENT is dated December 23, 2009, by and between SOUTHEAST IDAHO COUNCIL OF GOVERNMENTS, INC. of P.O. Box 6079, Pocatello, ID 83205-6079, (hereinafter the "Lender"), and TETRIDYN SOLUTIONS, INC., an Idaho corporation of 1651 Alvin Ricken Dr., Pocatello, ID 83201 (hereinafter the "Borrower") and DAVID W. HEMPSTEAD and ANTOINETTE HEMPSTEAD, a.k.a. Antoinette Knapp, husband and wife, of 1651 Alvin Ricken Dr., Pocatello, ID 83201(hereinafter the "Guarantors").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 2nd, 2015 • Tetridyn Solutions Inc • Services-prepackaged software
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is entered into as of June 17, 2015, by and between TETRIDYN SOLUTIONS, INC., a Nevada corporation (“TetriDyn”), and OCEAN THERMAL ENERGY CORPORATION, a Delaware corporation (“OTE”). TetriDyn and OTE are sometimes hereinafter together referred to as the “Parties,” on the following:
