Blueprint





 







Exhibit 10.58



 


	
 

	


PROMISSORY NOTE

	
 


	
 

	
 

	
 


	


$200,000

	


Lancaster, PA

	


March 9, 2017







 


FOR
VALUE RECEIVED, the undersigned, OCEAN THERMAL ENERGY CORPORATION.,
a Delaware corporation (“Maker”), whose mailing address
and principal office is 800 South Queen Street, Lancaster, PA
17603, USA, hereby promises to pay to JEREMY P. FEAKINS &
ASSOCIATES LLC., a Delaware corporation (“Payee”),
whose mailing address is 800 South Queen Street, Lancaster, PA
17603, up to the principal sum of TWO HUNDRED THOUSAND DOLLARS AND
NO CENTS ($200,000), as represented by advances from time to time,
in lawful money of the United States of America for payment of
private debts, together with interest (calculated on the basis of
the actual number of days elapsed but computed as if each year
consisted of 360 days) on the unpaid principal balance from time to
time outstanding at a rate, except as otherwise provided in this
Note, of Ten percent (10%) per annum.


 



1.           

Payments. All unpaid principal
and all accrued and unpaid interest shall be due and payable within
90 days after demand.






 



2.           

Time and Place of Payment. If
any payment falls due on a day that is considered a legal holiday
in the state of Delaware, Maker shall be entitled to delay such
payment until the next succeeding regular business day, but
interest shall continue to accrue until the payment is in fact
made. Each payment or prepayment hereon must be paid at the office
of Payee set forth above or at such other place as the Payee or
other holder hereof may, from time to time, designate in
writing.






 



3.           

Prepayment. Maker reserves the
right and privilege of prepaying this Note in whole or in part, at
any time or from time to time, upon 30 days’ written notice,
without premium, charge, or penalty. Prepayments on this Note shall
be applied first to accrued and unpaid interest to the date of such
prepayment, next to expenses for which Payee is due to be
reimbursed under the terms of this Note, and then to the unpaid
principal balance hereof






 



4.           

Default.






 



(a)           

Without notice or
demand (which are hereby waived), the entire unpaid principal
balance of, and all accrued interest on, this Note shall
immediately become due and payable at Payee’s option upon the
occurrence of one or more of the following events of default
(“Events of Default”):






 



(i)           

the failure or
refusal of Maker to pay principal or interest on this Note within
10 days of when the same becomes due in accordance with the terms
hereof;






 



(ii)           

the failure or
refusal of Maker punctually and properly to perform, observe, and
comply with any covenant or agreement contained herein, and such
failure or refusal continues for a period of 30 days after Maker
has (or, with the exercise of reasonable investigation, should
have) notice hereof;






 



(iii)           

Maker shall: (1)
voluntarily seek, consent to, or acquiesce in the benefit or
benefits of any Debtor Relief Law (defined hereinafter); or (2)
become a party to (or be made the subject of) any proceeding
provided for by any Debtor Relief Law, other than as a creditor or
claimant, that could suspend or otherwise adversely affect the
Rights (defined hereinafter) of Payee granted herein (unless, in
the event such proceeding is involuntary, the petition instituting
same is dismissed within 60 days of the filing of same).
“Debtor Relief Law” means the Bankruptcy Code of the
United States of America and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments,
or similar Laws from time to time in effect affecting the Rights of
creditors generally. “Rights” means rights, remedies,
powers, and privileges. “Laws” means all applicable
statutes, laws, ordinances, regulations, orders, writs,
injunctions, or decrees of any state, commonwealth, nation,
territory, possession, county, parish, municipality, or Tribunal.
“Tribunal” means any court or governmental department,
commission, board, bureau, agency, or instrumentality of the United
States or of any state, commonwealth, nation, territory,
possession, county, parish, or municipality, whether now or
hereafter constituted and/or existing;






 




 

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(iv)           

the failure to have
discharged within a period of 30 days after the commencement
thereof any attachment, sequestration, or similar proceeding
against any of the assets of Maker, or the loss, theft, or
destruction of, or occurrence of substantial damage to, a material
part of the assets of Maker, except to the extent adequately
covered by insurance; and






 



(v)           

Maker fails to pay
any money judgment against it at least 10 days prior to the date on
which any of Maker’s assets may be lawfully sold to satisfy
such judgment.






 



(b)           

If any one or more
of the Events of Default specified above shall have happened, Payee
may, at its option: (i) declare the entire unpaid balance of
principal and accrued interest on this Note to be immediately due
and payable without notice or demand; (ii) offset against this Note
any sum or sums owed by Payee to Maker; (iii) reduce any claim to
judgment; (iv) foreclose all liens and security interests securing
payment thereof or any part thereof; and (v) proceed to protect and
enforce its rights by suit in equity, action of law, or other
appropriate proceedings, whether for the specific performance of
any covenant or agreement contained in this Note, in aid of the
exercise granted by this Note of any right, or to enforce any other
legal or equitable right or remedy of Payee.






 



5.           

Cumulative Rights. No delay on
Payee’s part in the exercise of any power or right, or single
partial exercise of any such power or right, under this Note or
under any other instrument executed pursuant hereto shall operate
as a waiver thereof. Enforcement by Payee of any security for the
payment hereof shall not constitute any election by it of remedies,
so as to preclude the exercise of any other remedy available to
it.






 



6.           

Collection Costs. If this Note
is placed in the hands of an attorney for collection, or if it is
collected through any legal proceeding at law or in equity or in
bankruptcy, receivership, or other court proceedings, Maker agrees
to pay all costs of collection, including Payee’s court costs
and reasonable attorney’s fees.






 



7.           

Waiver. Maker, and each surety,
endorser, guarantor, and other party liable for the payment of any
sums of money payable on this Note, jointly and severally waive
presentment and demand for payment, protest, and notice of protest
and nonpayment, or other notice of default, except as specified
herein, and agree that their liability on this Note shall not be
affected by any renewal or extension in the time of payment hereof,
indulgences, partial payment, release, or change in any security
for the payment of this Note, before or after maturity, regardless
of the number of such renewals, extensions, indulgences, releases,
or changes.






 



8.           

Notices. Any notice, demand,
request, or other communication permitted or required under this
Note shall be in writing and shall be deemed to have been given as
of the date so delivered, if personally served; as of the date so
sent, if sent by electronic mail and receipt is acknowledged by the
recipient; one day after the date so sent, if delivered by
overnight courier service; or three days after the date so mailed,
if mailed by certified mail, return receipt requested, addressed to
Maker at its address on the first page.






 



9.           

Successor and Assigns. All of
the covenants, stipulations, promises, and agreements in this Note
contained by or on behalf of Maker shall bind its successors and
assigns, whether so expressed or not; provided, however, that neither Maker nor Payee
may, without the prior written consent of the other, assign any
rights, powers, duties, or obligations under this
Note.






 






 

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11.

Headings. The headings of the
sections of this Note are inserted for convenience only and shall
not be deemed to constitute a part hereof.






 



12.

Applicable Law. This Note is
being executed and delivered, and is intended to be performed, in
the state of Delaware, and the substantive laws of such state shall
govern the validity, construction, enforcement, and interpretation
of this Note, except insofar as federal laws shall have
application.






 



13.

Security. This Note is
unsecured.






 


EXECUTED effective
the year and date first above written.


 


OCEAN
THERMAL ENERGY CORPORATION.


 


 


By:
/s/ Frank
DiCola


Frank
DiCola, Director


 




 

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TetriDyn
Solutions, Inc.


800
South Queen Street


Lancaster,
PA 17603, USA


 



Re:           

Conversion of
Note






 


Gentlemen:


 


The
undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note or the portion hereof designated, into
shares of common stock, par value $0.001 per share, of TetriDyn
Solutions, Inc., in accordance with the terms of this Note, and
directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned
unless a different name has been indicated below. If shares are to
be issued in the name of a person other than the undersigned, the
undersigned will pay any transfer taxes payable with respect
thereto.


 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

(Signature)

	
 


	
 

	
 

	
 

	

Dated:

	
 


	

FILL IN
FOR REGISTRATION

	
 

	
 

	
 

	
 


	

OF
SHARES:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	

(Printed
Name)

	
 

	
 

	

(Social
Security or Other Identifying Number)

	
 


	
 

	
 

	
 

	
 

	
 


	

(Street
Address)

	
 

	
 

	

(City/State/Zip
Code)

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	

Portion
to be converted (if less than all)


 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 









 

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