0001477932-17-002132 Sample Contracts

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.

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AGREEMENT OF PRINCIPAL TERMS
Agreement of Principal Terms • May 9th, 2017 • Cool Technologies, Inc. • Services-educational services

This Agreement of Principal Terms is entered into this 21st day of February 2017 between Craftsman Industries, Inc. ("Craftsman Industries"), an S-corporation whose principal place of business is 3101 Elm Point Indstrial Dr., St. Charles MO 63301 and Cool Technologies , Inc. ("CoolTech"), a Nevada corporation having a principal place of business at 8875 Hidden River Parkway, Suite 300, Tampa, Florida 33637 Craftsman Industries and CoolTech are sometimes referred to individually as a "party" and jointly as "parties").

Cool Technologies, Inc.
Cool Technologies, Inc. • May 9th, 2017 • Services-educational services

Reference is made to the Securities Purchase Agreement dated as of December 6, 2016 between Cool Technologies, Inc. and Bellridge Capital, LLC. (the “Agreement”), the 5% Convertible Notes issued thereunder (the “Notes”) and the other agreements entered into between the parties in connection therewith. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

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