Blueprint





 







PROMISSORY NOTE


 



$50,000.00                                                                                                                                 

April
7, 2015






 


FOR VALUE RECEIVED, Ocean Thermal Energy
Corporation, a Delaware corporation with an address of 800 South
Queen Street, Lancaster, PA 17603 (the “Borrower”), hereby promises to pay to the order of
Charles Hartman (the “Lender”) at 834 Spruce Street, Columbia PA 17512
or at any other place designated to the Borrower by the Lender in
writing, the principal sum of Fifty Thousand Dollars ($50,000.00),
with interest as herein specified, and under the terms and
conditions stated herein.


 


1.           Repayment
of Principal and Interest.
Principal and interest shall be repaid by Borrower to Lender as
follows: The Borrower shall repay the principal amount of $50,000
on April 7, 2017; (the “Maturity
Date”), the Borrower
shall pay to the Lender the unpaid principal balance of the Loan,
all accrued and unpaid interest thereon, and all other costs and
amounts payable to the Lender hereunder. At the lender’s
discretion, at anytime prior to the repayment of note, any unpaid
principal and interest can be converted to common shares of the
Company (Exhibit A). The determination of the necessary shares
required to settle the obligation will be based on a $0.75 share
price.


 


All
amounts payable hereunder are payable in lawful money of the United
States of America at the address of the Lender set forth above in
immediately available funds, unless directed by the lender to
satisfy the obligation in Company shares. Prior to a Default, all
payments shall be applied first on account of other charges, second
to accrued interest due on the unpaid balance of principal and
finally the remainder of such payments shall be applied to unpaid
principal. If a Default occurs, payments and monies received may be
applied in any manner and order deemed appropriate by the
Lender.


 


2.           Rates
and Calculation of Interest.
Interest on the outstanding and unpaid principal balance of the
Loan shall be calculated for the actual number of days in the then
current calendar year that principal is outstanding, based upon a
year of three hundred sixty (360) days, accrue and shall be paid at
the fixed rate of interest per annum equal to ten percent (10%).
Interest shall be paid annually in arrears.


 


In
no event shall the rate of interest hereunder be in excess of the
maximum amount permitted by law. In the event the rate of interest
hereunder is determined to be in excess of the maximum amount
permitted by law, such interest rate shall be automatically
decreased to the maximum rate permitted by law.


 


In addition to all other rights contained in this
Note, if a Default (defined herein) occurs and as long as a Default
continues, all outstanding sums hereunder shall bear interest at
the interest rate otherwise prevailing under the preceding
paragraph, plus 10% (the "Default Rate"). The Default Rate shall also apply from
acceleration until all unpaid sums and obligations (whether matured
or contingent) hereunder and any judgment, thereon are paid in
full.


 


3.           Prepayment.
This Note may be prepaid in whole or in part at any time at the
option of the Borrower without premium or penalty. Each prepayment
shall be applied first to the payment in full of other charges
payable hereunder, then to accrued interest and the remainder of
such payment, if any, shall be applied to the reduction of the
unpaid principal balance.


 


4.           Integration.
The terms and conditions of this Note constitute the entire
understanding between the Borrower and the Lender with respect to
the indebtedness evidenced hereby. Such understanding may not be
amended, modified, or terminated except in writing duly executed by
the parties hereto.


 


5.           Security.
This Note is unsecured.


 


6.           Waiver.
The undersigned hereby waives presentment for payment, demand,
notice of nonpayment, notice of protest, and protest of this Note,
and all of the notices in connection with delivery, acceptance,
performance, default, or enforcement of the payment of this Note.
The failure by the Lender to exercise any right or remedy shall not
be taken to waive the exercise of the same thereafter for the same
or any subsequent Default. The Borrower waives any claim of
set-off, recoupment and/or counterclaim. All notices to the
Borrower shall be adequately given if mailed postage prepaid to the
address appearing in the Lender’s records. The Borrower
intends this Note to be a sealed instrument and to be legally bound
hereby.


 


7.           Holder.
The references to “Lender” herein shall be deemed to be
references to any subsequent assignee, transferee, or other holder
of this Note.


 


8.           Governing
Law. This Note shall be
construed in accordance with the domestic internal laws of the
Commonwealth of Pennsylvania, without reference to any conflict of
laws provisions, as a Note made, delivered and to be wholly
performed within the Commonwealth of
Pennsylvania.


 


9.           Judicial
Proceedings. Any suit, action,
or proceeding, whether claim or counterclaim, brought or instituted
by the Borrower or the Lender, or any of their successors or
assigns, on or with respect to this Note or the dealings of the
Borrower or the Lender with respect hereto, shall be tried only by
a court and not by a jury. THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY SUCH SUIT, ACTION OR PROCEEDING. In connection therewith,
the Borrower agrees that any suit, action or proceeding arising
hereunder or with respect hereto will be instituted in the Court of
Common Pleas of York County, Pennsylvania, or the United States
District Court for the Middle District of Pennsylvania, and
irrevocably and unconditionally submits to the jurisdiction of each
such Court for such purpose. Further, the Borrower waives any right
it may have to claim or recover, in any such suit, action or
proceeding, any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual
damages. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH
IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT THE LENDER
WOULD NOT EXTEND CREDIT IF THE WAIVERS SET FORTH IN THIS PARAGRAPH
WERE NOT A PART OF THIS NOTE.


 


10.           Confession
of Judgment. Upon Default, the
Borrower hereby irrevocably authorizes the Prothonotary or any
attorney of any court of record in Pennsylvania or elsewhere to
appear for and confess judgment against the Borrower for any and
all amounts unpaid hereunder, together with any other charges,
costs and expenses for which Borrower is liable under this Note,
and together with fees of counsel in the reasonable amount of five
percent (5%) of all of the foregoing (but in no event less than
$2,500.00) and costs of suit, releasing all errors and waiving all
rights of appeal. If a copy of this Note, verified by affidavit,
shall have been filed in such proceeding, it shall not be necessary
to file the original as a warrant of attorney. The Borrower hereby
waives the right to any stay of execution and the benefit of all
exemption laws now or hereafter in effect. No single exercise of
this warrant and power to confess judgment shall be deemed to
exhaust this power, whether or not any such exercise shall be held
by any court to be invalid, voidable or void, but this power shall
continue undiminished and may be exercised from time to time as
often as the Lender shall elect until all sums due hereunder shall
have been paid in full. Interest shall continue to accrue after
entry of judgment hereunder, by confession, default, or otherwise,
at the higher of the prevailing rate of interest under this Note,
or the judgment rate of interest under applicable law. All waivers
granted in this paragraph are given to the extent permitted by the
Pennsylvania Rules of Civil Procedure.


 


11.           NOTICE:
THIS NOTE CONTAINS, AT PARAGRAPH 10, A WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER, THE BORROWER
HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, AND ON THE ADVICE
OF SEPARATE COUNSEL OF THE BORROWER, UNCONDITIONALLY WAIVES ANY AND
ALL RIGHTS THE BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN
OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS
OF THE UNITED STATES, THE COMMONWEALTH OF PENNSYLVANIA, OR OF ANY
OTHER STATE.


 


 


 


BORROWER:


 


OCEAN
THERMAL ENERGY CORPORATION


 


 


 


By:           /s/
Jeremy Feakins________________________


Name:
Jeremy P. Feakins


Title:
Group Executive Chairman


 




 








 






 



EXHIBIT A


 



CONVERSION NOTICE


 



NAME OF INVESTOR:
_____________________________________________


 



ADDRESS:
_______________________________________________________


 



_________________________________________________________________


 


 


Ocean
Thermal Energy Corporation   Date:
___________________


Attn:
Chief Executive Officer


800
South Queen Street


Lancaster,
PA 17603


 



CONVERSION NOTICE


 


The
above-captioned Investor hereby gives notice to Ocean Thermal
Energy Corporation, a Delaware corporation (the “Company”),
pursuant to that certain Promissory Note held by the Investor (the
“Note”), that
the Investor elects to convert the balance set forth below into
fully-paid and non-assessable shares of Common Stock of the Company
as of the date of conversion specified below. Capitalized terms
used in this notice without definition shall have the meanings
given to them in the Note.


 

 


A. Date of
conversion:  


B. Conversion
Amount:  


C. Conversion
Shares:   


 


 


 


Sincerely,


 

 



Investor:

 

 


By:      

 

 


Name
(print):     

 


 


 


 


 


 


 


 


 


 


 


 


 

 


LOAN
EXTENSION AGREEMENT

 


 


This
LOAN EXTENSION AGREEMENT (this "Amendment"), is
entered into this 6th day of April, 2017, by and between OCEAN
THERMAL ENERGY CORPORATION ("OTE"), a Delaware corporation with an
address of 800 South Queen Street, Lancaster, PA 17603 (the
"Borrower"), and
CHARLES HARTMAN at 834 Spruce Street, Columbia PA 17512 (the
"Lender"),
on the following

 


 


Premises

 


 


Borrower and Lender
entered into that certain Loan Agreement as of April 7, 2015 (the
"Loan
Agreement"), providing for a loan of $50,000 from Lender to
Borrower (the "Loan"). The obligation
to repay the Loan is evidenced by that certain Promissory Note of
even date executed and delivered by Borrower to Lender (the
"Note").
Pursuant to the terms of the Loan Documents, the Note was payable
in full on or before April 7, 2017. In addition, at the lender's
discretion, at anytime prior to the repayment of note, any unpaid
principal and interest can be converted to common shares of the
Company. The determination of the necessary shares required to
settle the obligation will be based on a $0.75 share
price.

 


 


Agreement

 


 


NOW
THEREFOR, for and in consideration of the foregoing premises, which
are incorporated herein by reference, the mutual promises and
covenants set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows.

 


 

1. Confirmation of Indebtedness.
Borrower confirms the indebtedness
due Lender under the Loan Documents.

 


 

 

2. Extension. Lender shall
extend the due date for repayment of the Loan and the payment of
the Note to April 7, 2018. The Lender shall mark conspicuously on
the original of the Note in Lender's possession the foregoing
extension or, at the request of the Borrower, execute and deliver
to Borrower an amendment to be affixed to the Note further
evidencing such extension.

 


 

3. Extension of
Conversion. The Conversion Privilege will also be extended
to April 7,2018.

 


 

 

4. Confirmation of Loan
Documents. Except as expressly modified by the terms of this
Amendment, the terms, covenants, conditions, representations, and
warranties, and each of them, shall remain in full force and
effect.

 


 

5. Signature. This
Amendment may be executed in multiple counterparts of like tenor,
each of which shall be deemed an original and all of which taken
together will constitute one and the same instrument. Counterpart
signatures of this Amendment that are manually signed and delivered
by a uniquely marked, computer-generated signature in portable
document

 


format
(PDF) or other electronic method shall be deemed to constitute
signed original counterparts hereof and shall bind the parties
signing and delivering in such manner and shall be the same as the
delivery of an original.

 


 

 


DATED
as of the year and date first above written by the undersigned duly
authorized signatories.


 

 


BORROWER:

 


 


OCEAN
THERMAL ENERGY CORPORATION


 

 


 


By:/s/
Jeremy Feakins

 


Name:
Jeremy Feakins Title: Chairman & CEO


 

 


 


 


 

 


LENDER:

 


 


 By:/s/
Charles Hartman

 


Name:
Charles Hartman


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 








 






 


LOAN
EXTENSION AGREEMENT


 


This LOAN EXTENSION AGREEMENT (this
“Amendment”), is
entered into this 16th day of April, 2018, by and between
OCEAN THERMAL ENERGY CORPORATION
(”OTE”), a Delaware corporation with an address of 800
South Queen Street, Lancaster, PA 17603 (the
“Borrower”), and CHARLES HARTMAN at 834 Spruce
Street, Columbia PA 17512 (the “Lender”), on the following


 



Premises


 


Borrower and Lender
entered into that certain Loan Agreement as of April 7, 2015 (the
“Loan
Agreement”), providing for a loan of $50,000 from
Lender to Borrower (the “Loan”). The obligation to repay
the Loan is evidenced by that certain Promissory Note of even date
executed and delivered by Borrower to Lender (the
“Note”).
Pursuant to the terms of the Loan Documents, the Note was payable
in full on or before April 7, 2017. In
addition, at the lender’s discretion, at anytime prior to the
repayment of note, any unpaid principal and interest can be
converted to common shares of the Company. The determination of the
necessary shares required to settle the obligation will be based on
a $0.75 share price.


 



Agreement


 


NOW
THEREFOR, for and in consideration of the foregoing premises, which
are incorporated herein by reference, the mutual promises and
covenants set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows.


 

1. Confirmation of Indebtedness. Borrower
confirms the indebtedness due Lender under the Loan
Documents.


 

 

2. Extension. Lender shall extend the due
date for repayment of the Loan and the payment of the Note to April
7, 2019. The Lender shall mark conspicuously on the original of the
Note in Lender’s possession the foregoing extension or, at
the request of the Borrower, execute and deliver to Borrower an
amendment to be affixed to the Note further evidencing such
extension.


 

 

3. Extension of Conversion. The Conversion
Privilege will also be extended to April 7, 2019.


 

 

4. Confirmation of Loan Documents. Except
as expressly modified by the terms of this Amendment, the terms,
covenants, conditions, representations, and warranties, and each of
them, shall remain in full force and effect.


 

 

5. Signature. This Amendment may be
executed in multiple counterparts of like tenor, each of which
shall be deemed an original and all of which taken together will
constitute one and the same instrument. Counterpart signatures of
this Amendment that are manually signed and delivered by a uniquely
marked, computer-generated signature in portable document format
(PDF) or other electronic method shall be deemed to constitute
signed original counterparts hereof and shall bind the parties
signing and delivering in such manner and shall be the same as the
delivery of an original.


DATED
as of the year and date first above written by the undersigned duly
authorized signatories.

 


 

 


BORROWER:


 


OCEAN
THERMAL ENERGY CORPORATION


 


 


By:           _/s/
Jeremy Feakins___________________


Name: Jeremy Feakins


Title: Chairman & CEO


 


 


LENDER:


 


 


By:           _/s/
Charles Hartman__________________


Name:
Charles Hartman