Security Contract Clauses (3,151)

Security. (a) Purchase of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of (i) [______] Shares at a purchase price per Share of $[____], which represents an 8% discount to the public offering price per Share and (ii)_______ Shares at a purchase price per Share of $[___] which represents a 3.5% discount to th...e public offering price per Share. (b) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Shares set forth opposite their respective names on Schedule I attached hereto and made a part hereof. (c) Payment and Delivery. Delivery and payment for the Shares shall be made at 10:00 a.m., New York time, on the second Business Day following the effective date (the "Effective Date") of the Registration Statement (as hereinafter defined) (or the third Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m. New York time) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Shares is called the "Closing Date." The closing of the payment of the purchase price for, and delivery of certificates representing, the Shares is referred to herein as the "Closing." Payment for the Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Shares (or through the full fast transfer facilities of the Depository Trust Company (the "DTC")) for the account of the Underwriters. The Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one Business Day prior to the Closing Date. The Company will permit the Representative to examine and package the Shares for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Shares except upon tender of payment by the Representative for all the Shares. (d) Representative's Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date, Warrants to purchase 111,111 shares of Common Stock (the "Representative's Warrants"), representing an aggregate of 5% of the number of shares of Common Stock issued to investors in the Offering. The Representative's Warrants shall be exercisable, in whole or in part, commencing 180 days from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $[_____] per shares of Common Stock, which is equal to one hundred and fifteen percent (115%) of the Offering price of a Share. The Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities," and together with the Shares, the "Securities." The form of the Representative's Warrant is attached hereto as Annex V hereto. View More

Security. The security for repayment of the Loan shall include but not be limited to the collateral, guaranties and other documents heretofore, contemporaneously or hereafter executed and delivered to the Bank (the "Security Documents"), which shall secure repayment of the Loan and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank described therein (hereinafter referred to collectively as the "Obligations"). This Agreement, the Note, the Sec...urity Documents and all other agreements and documents executed and/or delivered pursuant or subject hereto, as each may be amended, modified, extended or renewed from time to time, are collectively referred to as the "Loan Documents." Capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Documents. View More

Security. As security for payment of the of the Obligations (as defined below), Borrower and Lender have entered into that certain Loan and Security Agreement of even date herewith (the "Security Agreement"). The Security Agreement, this Note and any other instruments, documents and agreements executed or delivered in connection herewith are collectively referred to as the "Loan Documents").

Security. This Note is a general unsecured obligation of the Company.

Security. The Maker hereby grants and pledges to the Holder a continuing security interest in the Subsequent Offering Proceeds (if any, including any and all cash, proceeds, funds, credits, rights and other assets therein or arising therefrom, from time to time, and any additions, dividends, profits and interest in the foregoing and any replacements or substitutions therefore (collectively, the "Collateral")) to secure prompt repayment of any and all amounts outstanding hereunder from time to time and to ...secure prompt performance by the Maker of each of its covenants and duties under this Note. Such security interest constitutes a valid, first priority security interest in the Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Notwithstanding any filings undertaken related to the Holder's rights under the Delaware Uniform Commercial Code, the Holder's lien on the Collateral shall remain in effect for so long as this Note remains outstanding. View More

Security. As an inducement for the Lender to make this loan (the "Loan") to the Borrower, John Keeler, the Executive Chairman of the Borrower, hereby pledges five million (5,000,000) of his shares of common stock of the Borrower to secure the Borrower's obligations under this Note.

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 3 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 w...ith 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) 4 EX-10.58 3 cpwr_ex1058.htm MATERIAL CONTRACTS 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. View More

Security. To the extent requested by Indemnitee and approved by the Board, the Partnership may at any time and from time to time provide security to Indemnitee for the Partnership's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

Security. As security for the prompt and complete performance of any and all liabilities, obligations, covenants or agreements of Merchant under this Agreement, now or hereafter arising from, out of or relating to this Agreement, whether direct, indirect, contingent or otherwise (hereinafter referred to collectively as the "Merchant Obligations"), Merchant hereby pledges, assigns and hypothecates to Purchaser and grants to Purchaser a continuing, perfected and first priority lien upon and security interes...t in, to and under all of Merchant's right, title and interest in and to the following (collectively, the "Collateral"), whether now existing or hereafter from time to time acquired: a.all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by Merchant; and b.all Merchant's proceeds, as that term is defined by Article 9 of the UCC. View More