0% PROMISSORY NOTE
EXHIBIT 4.64
0% PROMISSORY NOTE
| Principal Amount: $28,000.00 | Tampa, Florida |
| Purchase Price: $28,000.00 | February 15, 2023 |
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 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx, XX 00000, hereby promises to pay to the order of REDACTED, an individual residing in California, (“Lender”), the Principal Amount of Twenty Eight Thousand Dollars ($28,000.00).
| 1. | The Note shall have an interest rate of zero percent (0%) annually. However, upon the occurrence of an Event of Default (as defined below), the Outstanding Balance of this Note shall bear interest at the lesser of the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, compounding daily and calculated on the basis of a 360-day year, from the date the applicable Event of Default occurred until paid. |
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| 2. | Xxxxxxxx promises to pay the Principal Amount of $28,000.00 to Lender on or before the 180th day from the transfer of Purchase Price into Borrower’s bank account (per Wire Instructions), when the entire unpaid principal shall be due and payable in full. Payments or other credits are posted to the account when made or received. Payments are not credited until received. Payments received after 5:00 p.m. on any day may be considered as payment on the following business day. |
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| 3. | Borrower may, at any time, pre-pay this Note, in whole or in part, with such prepayment to a reduction in principal of this Note. |
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| 4. | Upon the occurrence of a default in the obligations under this Note, the Lender of this Note shall have the option without notice of declaring the principal balance hereof and the interest accrued thereunder immediately due and payable. |
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| 5. | This Note is unsecured. |
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| 6. | Should the indebtedness represented by this Note not be paid at maturity or any part thereof be collected at law or in equity or through any bankruptcy (including without limitation any action for relief from the automatic stay, or any bankruptcy proceeding whether or not Lender prevails therein) receivership, probate or other court proceedings or by any judicial or non-judicial foreclosure proceeding or if this Note is placed in the hands of attorneys for collection after default, the Borrower or successors and assigns of this Note jointly and severally agree to pay on demand, in addition to the principal and fee due and payable hereon, reasonable attorneys’ fees and collection costs and expenses. |
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| 7. | Borrower and any and all guarantors and sureties, or successors and assigns, of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence in collecting and bringing of suit against any other party and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security in whole or in part, with or without notice before or after maturity. The pleading of any statute of limitations as a defense to any demand against the makers, guarantors and sureties is expressly waived by each and all such parties to the extent permitted by law. |
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| 8. | This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. |
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| 9. | This Note shall be construed and enforced in accordance with the laws of the State of Nevada and shall be upon the successors and assigns of Borrower and inure to the benefit of Lender, its successors, endorsees, and assigns. |
AT THE OPTION OF THE LENDER, THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR NEVADA STATE COURT SITTING IN THE STATE OF NEVADA; AND THE BORROWER CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY LEGAL THEORY BASED ON, ARISING FROM, OR RELATED TO THIS NOTE AND ANY OTHER DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
THE BORROWER AND THE LENDER EACH IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON, ARISING FROM, OR RELATED TO THIS NOTE AND ANY OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
| /s/ Xxxxxxx Xxxxxxx |
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Authorized Signatory Date: February 15, 2023
| /s/ REDACTED |
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Authorized Signatory Date: February 15, 2023
[COMPANY/INDIVIDUAL]
Wire Instructions:
Bank Name:
Account Name:
Swift Code:
Routing Number:
Account Number:
Bank Address:
Bank Contact:
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