Exhibit 10.1


 


 


 


 


 


 


 


 


 





 



 


 


 


OCEAN
THERMAL ENERGY CORPORATION


 


NOTE AND WARRANT PURCHASE AGREEMENT


 


 


 


 


 


 

 


 



December 28, 2017


 


 


 


 


 


 


 


 






    	 	 	 



     

    

 


OCEAN THERMAL ENERGY CORPORATION

NOTE AND WARRANT PURCHASE AGREEMENT


 


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”).


 


THE PARTIES HEREBY
AGREE AS FOLLOWS:


 


1.                  
Issuance of Notes and Warrants.


 


1.1              
Issuance of Notes. Subject to the terms and conditions of this Agreement, at
each Closing (as defined below), the Company shall issue and sell to each Investor participating in such Closing, an unsecured
promissory note (each such note, a “Note” and collectively, the “Notes”) in the principal
amount set forth opposite each such Investor’s name on Exhibit A attached hereto (the “Principal Amount”),
against payment by such Investor to the Company of the Principal Amount. The Company may issue and sell Notes with an aggregate
Principal Amount of up to $500,000 under this Agreement, with the Company reserving the right to sell additional Notes, in the
event that the round is oversubscribed, in an aggregate principal amount of up to an additional $1,000,000 (the “Oversubscription
Right”). The Notes shall each be in substantially the form of Exhibit B attached hereto, except as may otherwise
be agreed upon by the Company and an Investor.


 


1.2              
Issuance of Warrants. Subject to the terms and conditions of this Agreement, at each Closing (as defined below),
the Company shall issue and deliver to each Investor participating in such Closing, a common stock purchase warrant (each such
warrant, a “Warrant” and collectively, the “Warrants”, and together with the Notes and the
shares of stock issuable upon exercise of the Warrants, the “Securities”) providing each Investor the right
to purchase that number of shares of the Company’s common stock set forth below. The Warrants shall be exercisable at a price
per share of common stock equal to a fifteen percent (15%) discount to the closing price of the Company’s stock the day immediately
prior to exercise by the Investor. The Warrants shall each be in substantially the form of Exhibit C attached hereto, except
as may otherwise be agreed upon by the Company and an Investor. The warrant “coverage” shall be:


 


	Amount of the Note	Warrant Shares
	$10,000	2,000
	$20,000	5,000
	$25,000	6,500
	$30,000	8,000
	$40,000	10,000
	$50,000	14,000


 


The Warrant Shares issuable pursuant to
the table above shall be without duplication, such that, for example, a $40,000 principal amount of a Note shall entitle the holder
to 10,000 Warrant Shares. The Warrant Shares issuable on any amount invested over $50,000 shall be determined pursuant to the table
above. For example, if the principal amount of the Note is $75,000, the Investor shall be entitled to 20,500 Warrant Shares (14,000
+ 6,500).


 


2.                  
Closings.


 


2.1              
Initial Closing. The initial closing of the purchase and sale of the Securities
shall take place remotely via exchange of funds and documents, on December 28, 2017 (the “Initial Closing”).


 


 


 






    	 	 	 



     

    

 


2.2              
Subsequent Closings. Subsequent to the Initial Closing, until such time as the
aggregate Principal Amount evidenced by all of the Notes equals a total of $1,500,000, the Company may sell additional Securities
to such persons or entities as determined by the Company (each such closing, a “Subsequent Closing” and, together
with the Initial Closing, each a “Closing”). For purposes of this Agreement, and all other agreements contemplated
hereby, any additional purchaser so acquiring the Securities shall be deemed to be an “Investor” for purposes of this
Agreement, and any Securities so acquired by such additional purchaser shall be deemed to be “Securities” for all purposes
hereunder. Exhibit A shall be revised by the Company, without the consent of any other person or entity, to reflect the
sale of Notes at all Subsequent Closings. The closing of the purchase and sale of such additional Securities hereunder shall take
place on such date as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing
Notes representing a majority of the aggregate Principal Amount of all Notes to be issued at such Subsequent Closing (or at such
other time and place as is mutually agreed upon by the Company and such parties) (which each such date and place, together with
the Initial Closing, are designated as a “Closing Date”).


 


2.3              
Conditions of Investors’ Obligations at Closing. The several obligations
of each Investor to purchase the Notes on the date of the Initial Closing shall be subject to the prior or concurrent satisfaction
of each of the conditions precedent set forth in this Section 2.3, any of which may be waived in writing by such Investor.


 


(a)               
Representations and Warranties. The representations and warranties made by the Company in Section 4 hereof
shall be true and correct in all material respects on the Initial Closing date (except as to such representations and warranties
made as of a specific date, which shall be measured as of such date).


 


(b)               
Conditions. All agreements and conditions contained in this Agreement to be performed by the Company on or
prior to the Closing shall have been performed or complied with in all material respects.


 


2.4              
Conditions of the Company’s Obligations at Closing. The obligations of
the Company to sell and issue Notes to each Investor at a Closing shall be subject to the prior or concurrent satisfaction of each
of the conditions precedent set forth in this Section 2.4, any of which may be waived in writing by the Company.


 


(a)               
Representations and Warranties. The representations and warranties of such Investors contained in Section
3 of this Agreement shall be true and correct in all material respects on and as of each Closing, with the same effect as if made
on and as of the Closing.


 


(b)               
Conditions. All agreements and conditions contained in this Agreement to be performed by the Investor on or
prior to the Closing shall have been performed or complied with in all material respects.


 


2.5              
Delivery. At each Closing, the Company shall deliver to each Investor (a) a
Note in the Principal Amount designated opposite such Investor’s name on Exhibit A, and (b) a Warrant exercisable
by the Investor to purchase 10,000 shares of the Company’s common stock for each $50,000 in principal amount of Notes purchased
by such Investor, against delivery of (1) payment of the purchase price therefor by a wire transfer of immediately available funds,
to a bank designated by the Company, and (2) delivery of counterpart signature pages to this Agreement, the Note and the Warrant
(collectively, the “Transaction Documents”). 


 


3.                  
Representations, Warranties and Covenants of Investors. Each Investor, severally and not jointly, hereby
represents, warrants and covenants to the Company as follows:


 


3.1              
Purchase for Own Account. Such Investor represents that it is acquiring the
Securities solely for investment for such Investor’s own account and not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same. The acquisition by such Investor of any of the Securities shall constitute confirmation
of the representation by such Investor that such Investor does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.


 


 


 


 






    	 	2	 



     

    

 


3.2              
Disclosure of Information. Such Investor has had an opportunity to discuss the
terms of this offering and the Company’s business, management and financial affairs with the Company’s management,
and the opportunity to inspect the Company’s facilities and such books and records and material contracts as such Investor
deemed necessary to its determination to purchase the Securities. 


 


3.3              
Investment Experience. Either (i) such Investor or its officers, directors,
managers or controlling persons has a preexisting personal or business relationship with the Company or its officers, directors
or controlling persons, or (ii) such Investor, by reason of its own business and financial experience, has the capacity to protect
its own interests in connection with the investment contemplated hereby. Such Investor represents that it is an investor in securities
of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment,
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment in the Securities.


 


3.4              
Accredited Investor; Non-U.S. Persons. Such Investor either (a) is an “accredited
investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as
presently in effect, or (b) (i) certifies that such Investor is not a “U.S. person” within the meaning of SEC Rule
902 of Regulation S, as presently in effect, and that such Investor is not acquiring the Securities for the account or benefit
of any such U.S. person, (ii) agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant
to registration under the Act, or pursuant to an available exemption from registration and agrees not to engage in hedging transactions
with regard to such Securities unless in compliance with the Act, (iii) agrees that any certificates for any Securities issued
to such Investor shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation
S, pursuant to registration under the Act or pursuant to an available exemption from registration and that hedging transactions
involving such Securities may not be conducted unless in compliance with the Act, and (iv) agrees that the Company is hereby required
to refuse to register any transfer of any Securities issued to such Investor not made in accordance with the provisions of Regulation
S, pursuant to registration under the Act, or pursuant to an available exemption from registration.


 


3.5              
Restrictions on Transfer. Such Investor understands that the Securities are
characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities
may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain
limited circumstances. In this connection, such Investor represents that it is familiar with SEC Rule 144, as presently in effect,
and understands the resale limitations imposed thereby and by the Act. Such Investor understands that the Securities have not been
and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are
offered, and thus the Investor will not be able to resell or otherwise transfer his, her or its Securities unless they are registered
under the Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification
is available. Such Investor has no immediate need for liquidity in connection with this investment and does not anticipate that
it will need to sell his, her or its Securities in the foreseeable future. INVESTOR UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN
INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS,
HER OR ITS INVESTMENT.


 


3.6              
Further Limitations on Disposition. Without in any way limiting the representations
set forth above, such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until
the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and any other agreement that
the purchasers of such Securities are required to execute and deliver in connection with the purchase of such Securities, and:


 


(a)               
there is then in effect a registration statement under the Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or


 


(b)               
(i) such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company
with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company,
such Investor shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition
will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel
for transactions made pursuant to Rule 144.


 


 


 






    	 	3	 



     

    

 


Notwithstanding the provisions
of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by an
Investor that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability
company or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability
company who retires after the date hereof, or to the estate of any Investor or the transfer by gift, will or intestate succession
by any Investor to his or her spouse or to the siblings, lineal descendants or ancestors of such Investor or his or her spouse,
if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Investor
hereunder.


 


3.7              
Confidentiality. Such Investor agrees that he, she or it shall keep confidential
and shall not use, disclose or divulge any information which such Investor may obtain from the Company, pursuant to financial statements,
reports and other materials submitted by the Company as required hereunder or under any other documents, or pursuant to information
rights granted to an Investor unless such information is known, or until such information becomes known, to the public through
no fault of such Investor or its agents, or unless the Company’s President or Chief Executive Officer gives written consent
to such Investor’s release of such information, except that no such written consent shall be required (and Investor shall
be free to release such information) if such information is to be provided to such Investor’s counsel or accountant, or to
an officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee of an Investor
with a need to know such information; provided that any such counsel, accountant, officer, director, general partner, limited partner,
shareholder, investment counselor or advisor, or employee shall be bound by the provisions of this Section 3.7. Notwithstanding
the foregoing, this Section 3.7 shall not apply (a) to information which an Investor learns from a third party with the right to
make such disclosure, provided Investor complies with the restrictions imposed by the third party, (b) to information which is
in such Investor’s possession prior to the time of disclosure by the Company and not acquired by Investor under a confidentiality
obligation, (c) to the minimum extent Investor is required to disclose such information by law or a governmental regulatory authority,
(d) to the minimum extent (after requesting and pursuing confidential treatment to the extent reasonably possible) such Investor
is required to disclose such information by court order. For the purposes of this Agreement: (A) a Person shall be deemed an “Affiliate”
of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including,
without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or
hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company
with, such Person; and (B) “Person” shall mean any individual, corporation (including any nonprofit corporation),
general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited
liability company or joint stock company), firm or other enterprise, association, organization or entity, unincorporated organization
or government or political subdivision thereof, or any other entity.


 


3.8              
Investment Entity. Such Investor, if a corporation, partnership, trust or other
entity, is authorized and otherwise duly qualified to purchase and hold the Securities; such entity has made its investment decision
to purchase the Securities at its office address for Investor as set forth on the signature page hereto; and such entity has not
been formed for the specific purpose of acquiring the Securities. Such Investor, if a natural person, resides in the state identified
in the address of Investor set forth on the signature page hereto.


 


3.9              
Validity. When executed and delivered by such Investor, and assuming execution
and delivery by the Company, this Agreement constitutes such Investor’s valid and legally binding obligations, enforceable
in accordance with its respective terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect
of rules of law governing the availability of equitable remedies. Investor has full power and authority to enter into this Agreement
and any and all consents required in connection herewith and the transactions contemplated hereby have been obtained.


 


3.10          
No Tax Advice. Such Investor understands that such Investor may suffer adverse
tax consequences as a result of such Investor’s purchase or disposition of the Securities. Such Investor represents that
he, she or it has consulted any tax consultants that such Investor deems advisable in connection with the purchase or disposition
of the Securities and that such Investor is not relying on the Company or the Company’s counsel for any tax advice.


 


 


 


 






    	 	4	 



     

    

 


3.11          
Risks; Equity Purchase Agreement. Such
Investor is aware that the Securities are highly speculative and that there can be no assurance as to what return, if any, there
may be. Investor acknowledges the inherent risks of purchasing the Securities. Specifically, such Investor understands and acknowledges
that the repayment terms on the Notes contemplates that repayment will be made upon the Company’s receipt of funds pursuant
to that certain Equity Purchase Agreement dated December 18, 2017 by and between the Company and L2 Capital, LLC, and that prior
to securing any funds pursuant to the Equity Purchase Agreement, the Company must file and have declared effective by the Securities
and Exchange Commission a Registration Statement on Form S-1. Such Investor also acknowledges and understands that the amount of
funds available to the Company at any given time is dependent on certain matters outside of the Company’s control, such as
the trading volume and trading price of the Company’s stock. There can be no assurance that the Equity Purchase Agreement
will provide sufficient capital in order for the Company to repay the Notes on a timeline anticipated or desired by such Investor.


 


4.                  
Representations and Warranties of the Company. The Company hereby represents and warrants to each Investor
that, at the Initial Closing, except as set forth on the Schedule of Exceptions attached hereto as Exhibit C:


 


4.1              
Organization, Good Standing and Qualification. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power
and authority to carry on its business as now conducted. 


 


4.2              
Authorization. All action on the part of the Company necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance
(or reservation for issuance), sale and delivery of the Securities, has been taken or will be taken prior to each Closing. Each
of the Transaction Documents to which the Company is a party constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


4.3              
Absence of Required Consents; No Violations. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority on the part
of the Company is required in connection with the consummation of the transactions contemplated by the Transaction Documents, except
for such filing(s) pursuant to applicable federal or state securities laws as may be necessary, which filings will be timely effected
after the relevant Closing. The Company is not in violation or default (i) of any provision of its Certificate of Incorporation
or Bylaws, or (ii) in any material respect of any instrument, judgment, order, writ, decree or contract to which it is a party
or by which it is bound, except in the case of this clause (ii) for such violations or defaults which could not reasonably be expected
to result in a material adverse effect. The execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated thereby will not result in any such violation or be in conflict with or constitute, with or without
the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree
or contract.


 


4.4              
Valid Issuance of Securities. 


 


(a)               
The Securities, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer
under this Agreement, and under applicable state and federal securities laws. The Common Stock issuable upon exercise of the Warrants
will be duly and validly reserved for issuance upon the creation of such equity securities and, upon issuance in accordance with
the terms of the Company’s Articles of Incorporation will be duly and validly issued, fully paid, nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under this Agreement, and under applicable state and federal
securities laws.


 


(b)               
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification
Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with
respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed
in the first paragraph of Rule 506(d)(1).


 


 


 


 






    	 	5	 



     

    

 


5.                  
Legends.


 


5.1              
Federal Legends. The Notes and stock certificates evidencing the other Securities
shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable
law or pursuant to this Agreement, including, without limitation, the following:


 


“THE SECURITIES
EVIDENCED HEREBY AND ANY SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT
BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO AN OPINION OF COUNSEL, REASONABLY SATISFACTORY
TO THE COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.”


 


5.2              
Other Legends. The Notes and stock certificates evidencing the shares issuable
upon exercise of the Warrants shall also bear any legend required by the Company’s Bylaws, or as may be required pursuant
to any state, local, or foreign law governing such securities.


 


5.3              
[intentionally omitted]. 


 


5.4              
[intentionally omitted]. 


 


5.5              
Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Securities that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii)
to treat as owner of such Securities or to accord the right to vote or pay dividends to any purchaser or other transferee to whom
such Securities shall have been so transferred.


 


5.6              
[intentionally omitted]. 


 


6.                  
Miscellaneous.


 


6.1              
Successors and Assigns. Except as otherwise provided therein, the terms and
conditions of this Agreement and the other Transaction Documents shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any Securities); provided that the Company may not assign or transfer
its rights or obligations hereunder or under the other Transaction Documents without the prior written consent of the holders of
a majority of the aggregate Principal Amount under all Notes. The Securities shall be transferable upon obtaining the prior written
consent of the Company and subject to compliance with applicable securities laws and Section 3. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


6.2              
Governing Law. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
the State of Pennsylvania, without giving effect to principles of conflicts of law. 


 


6.3              
Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.


 


 


 






    	 	6	 



     

    

 


6.4              
Notices. Except as may be otherwise provided herein, all notices, requests,
waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been
duly given (a) when hand delivered to the other party; (b) when sent by facsimile to the number set forth below if sent between
8:00 a.m. and 5:00 p.m. recipient’s local time on a Business Day, or on the next Business Day if sent by facsimile to the
number set forth below if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a Business Day; (c) three
Business Days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed
to the other party at the address set forth below; or (d) the next Business Day after deposit with a national overnight delivery
service, postage prepaid, addressed to the parties as set forth below with next Business Day delivery guaranteed, provided that
the sending party receives a confirmation of delivery from the delivery service provider. Each Person making a communication hereunder
by facsimile shall promptly confirm by telephone to the Person to whom such communication was addressed each communication made
by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 6.4
by giving the other party written notice of the new address in the manner set forth above. “Business Day” shall
mean any day other than a Saturday, Sunday, U.S. federal holiday or any other day upon which banks in New York and San Francisco
are not open for business. Any communication to an Investor shall be sent to such Investor at the address set forth on the signature
page hereto, and if to the Company, at the following address: 


 


Ocean Thermal Energy
Corporation


800 South
Queen Street


Lancaster,
PA 17603


Email Address: jeremy.feakins@otecorporation.com


 


With a copy to (which
such copy shall not constitute notice):


 


Procopio, Cory, Hargreaves
& Savitch LLP


12544 High
Bluff Drive, Suite 300


San Diego,
CA 92130


Attn: John
Cleary, Esq.


Email: john.cleary@procopio.com


 


6.5              
Amendments and Waivers. Any term of this Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of, or a written instrument signed by (x) the Company; and (y) Investors who, after
the Closing, hold Notes in an aggregate Principal Amount equal to more than fifty-percent (50%) of the aggregate Principal Amount
of all then outstanding Notes. Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each
holder of any Securities acquired under this Agreement at the time outstanding (including securities into which such Securities
are convertible), each future holder of all such Securities, and the Company, and its and their respective successors and assigns.
Notwithstanding the foregoing, the Company may unilaterally amend Exhibit A of this Agreement to the extent necessary to
add new Investors at Subsequent Closings, in accordance with Section 2.2 of this Agreement.


 


6.6              
Severability. In case any one or more of the provisions contained in this Agreement
shall, for any reason, be judicially determined to be invalid, illegal or unenforceable in any respect, (i) the remaining terms
and provisions hereof shall be unimpaired and shall remain in full force and effect, and (ii) the invalid or unenforceable provision
or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention
of such invalid or unenforceable term or provision, and, if the foregoing provision of this clause (ii) is not permitted pursuant
to applicable law, then (iii) this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. 


 


6.7              
Finder’s Fee. Each party represents that it neither is nor will be obligated
for any finders’ fee or commission in connection with this transaction.


 


 


 


 






    	 	7	 



     

    

 


6.8              
Further Assurances. Each Investor and the Company shall from time to time and
at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances,
consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated
by the Transaction Documents.


 


6.9              
Survival of Representations Warranties and Covenants. The representations and
warranties of the Company and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery
of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof
made by or on behalf of the Investors or the Company.


 


6.10          
Separability. The obligations of each
Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall
be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Each Investor
shall be responsible only for its own representations, warranties, agreements and covenants hereunder. Nothing contained herein
or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute
the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Except as otherwise provided in any Transaction Document, each Investor shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Any
invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor, whether arising
by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality
or enforceability of this Agreement with respect to other Investors.


 


6.11          
Acknowledgment. Each Investor acknowledges that: (a) he, she or it has read
the Transaction Documents; (b) it has been represented in the preparation, negotiation and execution of the Transaction Documents
by legal counsel of its own choice or has voluntarily declined to seek such counsel; and (c) it understands the terms and consequences
of the Transaction Documents and is fully aware of the legal and binding effect of the Transaction Documents. 


 


6.12          
Construction. The Company and Investors have participated jointly in the negotiation
and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party
because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including”
shall be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders shall be
construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. Any reference herein to “day” or “days” shall, unless otherwise provided for, mean
a calendar day or calendar days.


 


6.13          
Entire Agreement. This Agreement and the Transaction Documents (and the Exhibits
hereto and thereto) constitute the entire understanding between the Company and the Investors relative to the subject matter hereof.
Any prior and contemporaneous agreement, discussion, understanding, correspondence and/or communication between the Company and
such Investors regarding the purchase of securities, capital stock of the Company or otherwise, whether written or oral, is superseded
by this Agreement.


 


6.14          
Attorney’s Fees. If, in any action at law or in equity (including arbitration),
it is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief that such party may be entitled.


 


6.15          
[intentionally omitted]. 


 


6.16          
Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.


 


[Signature Page Follows]


 


 


 


 






    	 	8	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Note and Warrant Purchase Agreement as of the date first above written.


 


 


SIGNATURES


Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.


 


	Company:	Ocean Thermal Energy Corporation,
	 	a Nevada corporation
	 	 
	 	By: 	/s/ Jeremy P. Feakins
	 	 	Jeremy P. Feakins, Chief Executive Officer



 


 





	INVESTORS:	 	 
	 	 	 
	If Investor is a Corporation, Partnership
        or Other Entity:	 	If Investor is an Individual:
	 	 	 
	 	 	 
	 	 	 
	Name of Entity	 	Print Name of Individual
	 	 	 
	 	 	 
	 	 	 
	Signature of Authorized Person	 	Signature of Individual
	 	 	 
	 	 	 
	 	 	 
	Print Name of Authorized Person	 	Print Name of Individual (If more than one signatory)
	 	 	 
	 	 	 
	 	 	 
	Title	 	Signature of Individual (If more than one signatory)
	 	 	 
	 	 	 
	Telephone (Day): _______________________	 	Telephone (Day): _______________________
	 	 	 
	Facsimile: _____________________________	 	Facsimile: _____________________________
	 	 	 
	Email Address: _________________________	 	Email Address: _________________________
	 	 	 
	Address: _____________________________	 	Address: _____________________________
	_____________________________________	 	_____________________________________
	_____________________________________	 	_____________________________________



 


 






    	 	9	 



     

    

 


 


EXHIBITS


 


Exhibits


 





	Exhibit A	Schedule of Investors
	 	 
	Exhibit B	Form of Note
	 	 
	Exhibit C	Form of Warrant
	 	 



 


 


 


 


 


 


 


 


 


 






    	 	10	 



     

    




EXHIBIT A


 


Schedule
Of Investors


 


 


 


	Investor 	Principal Amount of Note	Date of Purchase
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 


 


 


 


 


 


 






    	 	11	 



     

    

 


EXHIBIT B


 


Form
Of Unsecured Promissory Note


 


[Attached]


 


 


 


 


 


 


 


 


 


 


 


 








    	 	12	 



     

    

 


EXHIBIT C


 


Form
of Common Stock Purchase Warrant


 


[Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13