SPIRIT BEAR LIMITED November 4, 2016

EXHIBIT 10.63

SPIRIT BEAR LIMITED

0000 Xxxxx Xxxxxx Xxx Xxxx,
Xxx Xxxx 00000

November 4, 2016

Xx. Xxxxxxx Xxxxxxx, CEO
Cool Technologies, Inc.

0000 Xxxxxx Xxxxx Xxxxxxx – Xxxxx 000
Xxxxx, XX 00000

Re: Spirit Bear and Xxxxxxx Warrants and S-1

Dear Xxx:

This letter shall serve to confirm that Cool Technologies, Inc., and Spirit Bear Limited agree as follows:

	1.	Cool Technologies, Inc. confirms that the terms of the February 2016 Waiver of Performance and Second Amendment to Settlement Agreement between Cool Tech and Spirit Bear that (1) extends the expiration date of the six million (6,000,000) warrants owned by Spirit Bear and by Xxxxxxx Xxxxxxx (the “SBL Warrants”) from January 29, 2017, until January 29, 2020, and (2) reduces the strike price of the SBL Warrants from .25/share to .10/share, will remain in effect even if the Xxxxxx Xxxxxxx matter, as provided for in the February 15, 2016, Conditions Agreement, shall not be resolved until after January 29, 2017.
	2.	Spirit Bear Limited agrees that, having received a Unanimous Written Consent confirming the above, signed by all the directors of Cool Technologies, Inc., it consents to the withdrawal of the S-1 currently pending before the United States Securities Exchange Commission pertaining to the proposed registration of common shares underlying preferred shares owned by Spirit Bear Limited and of common shares underlying warrants owned by Spirit Bear Limited and by Xxxxxxx Xxxxxxx.

	Sincerely, SPIRIT BEAR LIMITED
	By:	/s/ Xxx Xxxxxx
	Name:	Xxx X. Xxxxxx
	its:	President

AFFIRMED AND AGREED TO: COOL TECHNOLOGIES, INC.
By:	/s/ Xxxxxxx Xxxxxxx
Name:	Xxxxxxx Xxxxxxx
its:	CEO