Cool Technologies, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2014 • Hpev, Inc. • Services-educational services • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 19, 2014, by and between HPEV, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois 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 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").

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5% CONVERTIBLE NOTE
Cool Technologies, Inc. • April 17th, 2017 • Services-educational services • New York

THIS 5% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 5% original issue discount by Cool Technologies, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

PURCHASE AGREEMENT
Purchase Agreement • February 24th, 2014 • Hpev, Inc. • Services-educational services • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2014, by and between HPEV, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2012 • Hpev, Inc. • Services-educational services • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2012, is made by and among HPEV, Inc., a Nevada corporation (the “Company”), and the undersigned Purchasers (individually a “Purchaser” and collectively the “Purchasers”).

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Cool Technologies, Inc. • September 25th, 2017 • Services-educational services

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2016 • Cool Technologies, Inc. • Services-educational services • New York

THIS REGISTRATION RIGHTS AGREEMENT, is by and between Cool Technologies, Inc., a Nevada corporation (the "Company"), and Bellridge Capital LP, a Delaware limited Partnership (the "Holder"), and is made pursuant to that certain Securities Purchase Agreement between the Company and the Holder, dated as of the date hereof (the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT HPEV, INC.
Hpev, Inc. • January 11th, 2013 • Services-educational services

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Spirit Bear Limited (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from HPEV, Inc., a Nevada corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock of the Company, at any time on or after the Issue Date (as defined above) and on or prior to the Termination Date (as defined below), but not thereafter. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

HPEV, INC. ADVISORY BOARD AGREEMENT
Advisory Board Agreement • December 22nd, 2016 • Cool Technologies, Inc. • Services-educational services • Nevada

THIS ADVISORY BOARD AGREEMENT (the “Agreement”)is made effective as of ________________, (the "Effective Date") by and between HPEV, Inc. a Nevada corporation (the "Company"), and ________________ (the "Advisor") an individual residing at___________________________________.

AMENDMENT TO THE $110,000 PROMISORRY NOTE DATED February 3, 2017
Cool Technologies, Inc. • April 16th, 2019 • Services-educational services

This Amendment (this “Agreement”) is entered into as of November 1, 2017 (the “Effective Date”), by and between Cool Technologies, Inc., a Nevada corporation (the “Company”) and Lucas Hoppel (the “Holder”) collectively, the Company and Holder shall be referred to as the “Parties” and each a “Party.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2020 • Cool Technologies, Inc. • Services-educational services • California

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2020, is entered into by and between COOL TECHNOLOGIES, INC., a Nevada corporation, (the “Company”), and LGH INVESTMENTS, LLC, a Wyoming limited liability company (the “Buyer”).

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Cool Technologies, Inc. • November 10th, 2016 • Services-educational services

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2017 • Cool Technologies, Inc. • Services-educational services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2017, between Cool Technologies, Inc. a Nevada corporation (the “Company”), and Bellridge Capital LP, a Delaware limited partnership (including its successors and assigns, a “Purchaser”).

CONSULTING AGREEMENT
Consulting Agreement • May 15th, 2012 • Hpev, Inc. • Services-educational services

This Consulting Agreement (the “Agreement”), effective as of February 13, 2012 is entered into by and between, Z-3 Enterprises/HPEV Inc. symbol BIBB (herein referred to as the “Company”) and Lagoon Labs LLC., a California corporation with principal address at (ADDRESS INSERT) (herein referred to as the “Consultant”). As used in this Agreement, the term, “Parties,” shall refer to the Company and Consultant jointly.

COMMON STOCK PURCHASE WARRANT HPEV, INC.
Common Stock Purchase Warrant • April 15th, 2013 • Hpev, Inc. • Services-educational services • California

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, MCMAHON SEREPCA LLP (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from HPEV, Inc., a Nevada corporation (the “Company”), up to THREE HUNDRED THREE THOUSAND FIVE HUNDRED SIXTY-NINE (303,569) shares (the “Warrant Shares”) of Common Stock, at any time on or after the Issue Date (as defined above) and on or prior to the Termination Date (as defined below), but not thereafter. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COOL TECHNOLOGIES, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • November 10th, 2016 • Cool Technologies, Inc. • Services-educational services • Nevada
0% PROMISSORY NOTE
Cool Technologies, Inc. • April 17th, 2023 • Services-educational services

FOR VALUE RECEIVED, the undersigned, Cool Technologies, Inc., a publicly traded corporation registered in the state of Nevada (“Borrower”) having a principal place of business at 8875 Hidden River Parkway, Suite 300, Tampa, FL 33637, hereby promises to pay to the order of REDACTED, an individual residing in California, (“Lender”), the Principal Amount of Thirty Thousand Dollars ($30,000.00).

JOINT VENTURE AGREEMENT
Joint Venture Agreement • May 29th, 2020 • Cool Technologies, Inc. • Services-educational services • Nevada

This JOINT VENTURE AGREEMENT (the “Agreement”) is entered into as of 20__May__, 2019 (the “Effective Date”), between COOL TECHNOLOGIES, Inc. (“COOL TECHNOLOGIES”) a Nevada corporation with its principal place of business at 8871 Hidden River Parkway, Suite 300, Tampa, Florida, 33637 and Key Options Pty Ltd (“KEYOPTIONS”) an Australian corporation with its principal place of business at 34A Palermo Street South Yarra Victoria 3141 Australia(“the Parties”).

INDEPENDENT AGENT AGREEMENT
Independent Agent Agreement • April 16th, 2019 • Cool Technologies, Inc. • Services-educational services • Nevada

THIS AGREEMENT effective as of the 26th day of October, 2017 by and between Cool Technologies, Inc., a Nevada corporation with offices at 8875 Hidden River Parkway, #300, Tampa, FL 33637 (collectively hereinafter the "Company") and Barron and Associates, LLC., a Nevada Corporation located at 5636 Donald Road, Las Vegas , Nevada 89131 USA (collectively hereinafter "Agent").

LOAN AGREEMENT BETWEEN ACTION MEDIA GROUP, LLC AND HPEV, INC.
Loan Agreement • April 15th, 2013 • Hpev, Inc. • Services-educational services • Nevada
PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT
Placement Agent and Advisory • April 23rd, 2014 • Hpev, Inc. • Services-educational services • California

This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of May 28, 2013 (the “Effective Date”), by and between HPEV, Inc., a Nevada corporation (together with its subsidiaries, the "Company"), and Monarch Bay Securities, LLC, a California limited liability company ("MBS"). MBS and the Company agree as follows:

HPEV, INC. 27420 Breakers Drive Wesley Chapel, FL 33544 Contract With Independent Contractor
Hpev, Inc. • April 23rd, 2014 • Services-educational services • Florida
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 20th, 2012 • Hpev, Inc. • Services-educational services • Nevada

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2012, is made by and among HPEV, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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February 19, 2013
Hpev, Inc. • February 26th, 2013 • Services-educational services

In exchange for the Board of Director’s action to re-price the options listed in the Incentive Compensation Plan for President in my employment agreement dated April, 2, 2012, as listed below, I am executing this letter to confer to you and only you, all voting rights for any shares of HPEV, Inc. (the “Company”) that I own personally, or through any entity controlled by me, and the shares underlying any options that I own in the Company for the purposes of voting on any shareholder issues.

AMENDMENT TO THE $110,000 PROMISORRY NOTE DATED February 3, 2017
Cool Technologies, Inc. • April 16th, 2019 • Services-educational services

This Amendment (this “Agreement”) is entered into as of December 29, 2017 (the “Effective Date”), by and between Cool Technologies, Inc., a Nevada corporation (the “Company”) and Lucas Hoppel (the “Holder”) collectively, the Company and Holder shall be referred to as the “Parties” and each a “Party.”

AMENDMENT TO THE $165,000 PROMISSORY NOTE DATED August 24, 2018
Cool Technologies, Inc. • April 16th, 2019 • Services-educational services

The parties agree that $165,000 Promissory Note by and between Cool Technologies, Inc. (“Company”) and Lucas Hoppel (“Holder”) is hereby amended as follows:

10% PROMISSORY NOTE
Securities Purchase Agreement • August 19th, 2022 • Cool Technologies, Inc. • Services-educational services • Delaware

THIS IS A 10% PROMISSORY NOTE of Cool Technologies, Inc. (the “Company”), a Nevada Corporation, having its principal place of business at 8875 Hidden River Parkway, Suite 300, Tampa, FL 33637 (this “Note”), which represents a duly authorized and validly issued debt of the Company.

AMENDMENT TO THE $110,000 PROMISORRY NOTE DATED February 3, 2017
Cool Technologies, Inc. • April 17th, 2018 • Services-educational services

This Amendment (this “Agreement”) is entered into as of December 29, 2017 (the “Effective Date”), by and between Cool Technologies, Inc., a Nevada corporation (the “Company”) and Lucas Hoppel (the “Holder”) collectively, the Company and Holder shall be referred to as the “Parties” and each a “Party.”

LETTER OF AGREEMENT
Letter of Agreement • September 24th, 2010 • Bibb Corp • Services-educational services

Whereas, the parties, Z3 Enterprises, Inc. a publicly traded corporation organized under the laws of the State of Nevada (hereinafter referred to as Z3E) or its assignee and Usee, Inc., a corporation organized under the laws of the State of Texas and Usee CA, Inc., a corporation organized under the laws of the State of California (herein after jointly referred to as USEE) desire to enter into an agreement the sale of USEE to Z3 Enterprises, Inc. Upon completion of the acquisition, USEE shall operate as a wholly owned subsidiary of Z3E.

CONDITIONS AGREEMENT
Conditions Agreement • May 10th, 2016 • Cool Technologies, Inc. • Services-educational services

This Conditions Agreement shall be effective as of February 15, 2016 (the "Effective Date") by and between SPIRIT BEAR LIMITED ("Spirit Bear"), COOL TECHNOLOGIES, INC., and f/k/a HPEV, Inc. ("CoolTech"); each of Spirit Bear and CoolTech individually a "Party" or collectively, the "Parties."

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • May 29th, 2020 • Cool Technologies, Inc. • Services-educational services

This STRATEGIC ALLIANCE AGREEMENT (the “Agreement”) is entered into as of December 16, 2019 (the “Effective Date”), between Cool Technologies, Inc. (“Cool Tech”) a Nevada Corporation and a Consortium of two companies, VerdeWatts, LLC (“VerdeWatts”), a Delaware Limited Liability Company and FirmGreen, Inc., a Delaware Corporation collectively called the (the “Consortium”) and all together (“the Parties”).

AMENDMENT TO THE $165,000 PROMISSORY NOTE DATED August 24, 2018
Cool Technologies, Inc. • April 17th, 2018 • Services-educational services

The parties agree that $165,000 Promissory Note by and between Cool Technologies, Inc. (“Company”) and Lucas Hoppel (“Holder”) is hereby amended as follows:

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • May 5th, 2015 • Hpev, Inc. • Services-educational services • New York

This Settlement and Release Agreement (hereinafter, the “Agreement”) shall be effective as of May 1, 2015 (the “Effective Date”) by and between SPIRIT BEAR LIMITED (“Spirit Bear”) and its Assignees, as such term is defined hereinafter in the final recital, and HPEV, INC. (“HPEV”); each of Spirit Bear and HPEV, individually a “Party” or collectively, the “Parties”.

UPTICK CAPITAL LLC. CONSULTING AGREEMENT
Consulting Agreement • May 9th, 2017 • Cool Technologies, Inc. • Services-educational services • New York

On behalf of Uptick Capital LLC. (“Uptick”), we look forward to working with you as an outside business consultant. The purpose of this letter (the “Agreement”) is to set forth the terms and conditions under which Uptick agrees to serve the Company as an outside business consultant.

AMENDMENT No. 1 to SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 30th, 2017 • Cool Technologies, Inc. • Services-educational services

This AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT “(Amendment No 1”) dated as of November 20, 2017 is made to the Securities Purchase Agreement, dated December 6, 2016 (the “Securities Purchase Agreement”) by and between Bellridge Capital LP, a Delaware limited partnership (“Purchaser”) and Cool Technologies, Inc., a Nevada corporation (the “Company”). Terms used as defined terms herein and not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.

AMENDMENT TO THE $385,000 PROMISSORY NOTE DATED February 19, 2018
Cool Technologies, Inc. • April 16th, 2019 • Services-educational services

The parties agree that $385,000 Promissory Note by and between Cool Technologies, Inc. (“Company”) and Lucas Hoppel (“Holder”) is hereby amended as follows:

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