REGISTRATION RIGHTS AGREEMENTRegistration 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").
5% CONVERTIBLE NOTEConvertible Security Agreement • April 17th, 2017 • Cool Technologies, Inc. • 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 AGREEMENTPurchase 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”).
COMMON STOCK PURCHASE WARRANT HPEV, INC.Security Agreement • 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).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • September 25th, 2017 • Cool Technologies, Inc. • 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 AGREEMENTRegistration 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
HPEV, INC. ADVISORY BOARD AGREEMENTAdvisory 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, 2017Promissory Note Amendment • April 16th, 2019 • Cool Technologies, Inc. • 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 AGREEMENTSecurities 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 DATEWarrant Agreement • November 10th, 2016 • Cool Technologies, Inc. • 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 AGREEMENTSecurities 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 AGREEMENTConsulting 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.
COOL TECHNOLOGIES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2016 • Cool Technologies, Inc. • Services-educational services • Nevada
0% PROMISSORY NOTEPromissory Note • April 17th, 2023 • Cool Technologies, Inc. • 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 AGREEMENTJoint 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 AGREEMENTIndependent 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 AGREEMENTPlacement Agent and Advisory Services Agreement • 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 ContractorIndependent Contractor Agreement • April 23rd, 2014 • Hpev, Inc. • Services-educational services • Florida
SECURITIES PURCHASE AGREEMENTSecurities 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”).
February 19, 2013Incentive Compensation Plan Amendment • February 26th, 2013 • Hpev, Inc. • 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, 2017Promissory Note Amendment • April 16th, 2019 • Cool Technologies, Inc. • 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, 2018Promissory Note • April 16th, 2019 • Cool Technologies, Inc. • 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 NOTESecurity 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, 2017Promissory Note Amendment • April 17th, 2018 • Cool Technologies, Inc. • 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 AGREEMENTAcquisition 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 AGREEMENTConditions 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 AGREEMENTStrategic 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, 2018Promissory Note • April 17th, 2018 • Cool Technologies, Inc. • 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 AGREEMENTSettlement 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 AGREEMENTConsulting 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 AGREEMENTSecurities 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, 2018Promissory Note • April 16th, 2019 • Cool Technologies, Inc. • 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:
AMENDMENT TO THE $385,000 PROMISSORY NOTE DATED February 19, 2018Promissory Note • May 20th, 2019 • Cool Technologies, Inc. • 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:
