Hpev, Inc. – AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF CLASS B PREFERRED STOCK OF COOL TECHNOLOGIES INC. Pursuant to Section 78.1955 of Chapter 78 of the Nevada Revised Statutes of the State of Nevada (November 10th, 2016)
The following resolution was duly adopted by the Board of Directors of Cool Technologies, Inc., a Nevada corporation (the "Corporation"), pursuant to the provisions of Section 78.1955 of Chapter 78 of the Nevada Revised Statutes of the State of Nevada, by unanimous written consent on October 7, 2016:
Hpev, Inc. – United States District Court District of Nevada (August 23rd, 2016)
THIS NOTICE IS TO TELL YOU THAT THE PARTIES IN THE ABOVE LAWSUIT HAVE REACHED A PROPOSED SETTLEMENT OF CLAIMS MADE FOR AND ON BEHALF OF HPEV, INC. (AKA COOL TECHNOLOGIES, INC.) AND THAT THE COURT HAS SCHEDULED A FORMAL FAIRNESS HEARING TO CONSIDER FINAL APPROVAL OF THE SETTLEMENT. NOTICE OF THE SETTLEMENT WAS PREVIOUSLY DISSEMINATED AND NO OBJECTIONS TO THE SETTLEMENT WERE RECEIVED BY THE JULY 29, 2016, DEADLINE. YOU HAVE BEEN IDENTIFIED AS A SHAREHOLDER OF HPEV, INC. AND HAVE THE RIGHT TO ATTEND THE HEARING.
Hpev, Inc. – Waiver of Performance and Second Amendment to Settlement Agreement (May 10th, 2016)
This "Waiver of Performance and Second Amendment to Settlement Agreement" (hereinafter, the "SASA") shall be effective upon the satisfaction of the Conditions Precedent to Closing (as that term is defined in the Conditions Agreement, executed by the Parties contemporaneously herewith) or Spirit Bear's waiver thereof (the "Conditions to Effectiveness") (the "Second Amendment Effective Date") by and between Spirit Bear Limited and its Assignees ("Spirit Bear"), and Cool Technologies, Inc., f/k/a HPEV, Inc. ("CoolTech"); each of Spirit Bear, its Assignees, and CoolTech being sometimes referred to hereinafter individually as a "Party" or, collectively, as the "Parties".
Hpev, Inc. – Settlement and Release Agreement (May 5th, 2016)
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".
Hpev, Inc. – Settlement Agreement (April 26th, 2016)
This Settlement Agreement (this "Agreement") shall be effective as of April 20, 2016 (the "Effective Date") by and between PEAK FINANCE, LLC ("PEAK") on the one hand and HPEV, INC. ("HPEV" or the "Company")) and TIMOTHY J. HASSETT ("Hassett"), QUENTIN D. PONDER ("Ponder"), JUDSON W. BIBB III ("Bibb"), THEODORE H. BANZHAF ("Banzhaf"), AND MARK M. HODOWANEC ("Hodowanic") (collectively the "Individual Defendants") on the other had; each of PEAK, HPEV and the Individual Defendants, individually a "Party" or collectively, the "Parties".1
Hpev, Inc. – Recission Agreement (April 15th, 2013)
Recission Agreement dated as of this 21st day of March 2013 by and between Judson Bibb ("Bibb"), and HPEV, Inc. ("HPEV"), a Nevada corporation.
Hpev, Inc. – Debt Settlement Agreement (January 11th, 2013)
THIS DEBT SETTLEMENT AGREEMENT (the "Agreement") is entered into as of December 11, 2012 (the "Effective Date"), by and between HPEV, Inc., a Nevada corporation (the "Borrower"), Phoenix Productions and Entertainment Group ("PPEG"), a Nevada Limited Liability Company, Action Media Group, LLC ("AM"), an Arizona Limited Liability Company (PPEG and AM sometimes referred to hereinafter collectively as "Debt Holders"); and Spirit Bear Limited, a Delaware corporation.
Hpev, Inc. – Certificate of Designation of the Rights, Preferences, Privileges and Restrictions, Which Have Not Been Set Forth in the Certificate of Incorporation or in Any Amendment Thereto, of the Series a Convertible Preferred Stock of Hpev, Inc. (December 20th, 2012)
The undersigned, Ted Banzhaf and Judson W. Bibb, do hereby certify that they are the President and Secretary, respectively, of HPEV, Inc., a Nevada corporation (the "Corporation"), and that the Board of Directors has fixed and determined the rights, preferences, restrictions and other matters relating to the Series A Convertible Preferred stock of the Corporation as follows:
Hpev, Inc. – Dissolution of Joint Venture Agreement (December 15th, 2011)
THIS DISSOLUTION OF JOINT VENTURE AGREEMENT ("Agreement") made and entered into as of this 9th day of December 2011, by and between Phoenix Productions and Entertainment Group, LLC., a Nevada limited liability company ("PPEG"), and Z3 Enterprises, Inc, a Nevada corporation ("Z3").
Hpev, Inc. – Loan Agreement Between Phoenix Productions and Entertainment Group and Z3 Enterprises, Inc. (October 3rd, 2011)
Hpev, Inc. – Rescission Agreement (October 3rd, 2011)
This Rescission Agreement is executed as of the 2nd day of September , 2011, by and between Richard S. Glisky ("Glisky"), and Z3 Enterprises, Inc. , a publicly traded Nevada corporation ("Z3E").
Hpev, Inc. – Agreement for Acquisition (April 21st, 2011)
This letter sets forth the terms of the binding letter of agreement of Z3 Enterprises, Inc ("Z3"), a Nevada corporation, a publicly traded company of the OTCQB to acquire from you Tim Hassett, B. Mark Hodowanec, C. Quentin Ponder and D. Darren Zellers and HPEV, Inc. ("HPEV") 100% of the shares of common and preferred stock in HPEV, Inc. ("HPEV") a Delaware corporation for (a) 12,000,000 newly issued ordinary common shares of stock of Z3 and (b) One Hundred thousand (100,000) newly issued Series B convertible, exchangeable preferred stock of Z3, each share of which shall be convertible or exchangeable at HPEV's option into one hundred (100) new issued ordinary shares for a total of 22,000,000 shares (upon conversion) of common stock of Z3 ("Exchange Shares") (c) Z3 agrees to make an additional capital investment in HPEV as follows (contingent upon financing and less cost of capital): Phase 1: $550,000 for development of a working prototype model in accordance with the objective in E
Hpev, Inc. – Stock Purchase and Sale Agreement (December 28th, 2010)
THIS AGREEMENT is entered into this 17th day of November, 2010 by and between the Phoenix Productions and Entertainment Group, LLC (PPEG), a Nevada Limited Liability Corporation and/or its assignees (the "Buyers"), and Judson Bibb, a Tennessee resident (the "Seller") and Z3 Enterprises, Inc, a Nevada corporation with an address of 2831 St. Rose Parkway, Suite 204, Henderson, NV 89052 (the Company")
Hpev, Inc. – Z3 Enterprises, Inc. 2831 St. Rose Parkway Suite 204 Henderson, NV 89052 (November 15th, 2010)
It is with deep regret that I inform you that Z3 has exercised its contractual rights to terminate the Letter Agreement between Z3 Enterprises and Usee, Inc. and Usee CA, Inc.
Hpev, Inc. – Agreement Membership Interest Purchase Agreement (October 7th, 2010)
This Agreement is executed as of the 30th day of September, 2010, by and between Richard S. Glisky ("Glisky"), and Z3 Enterprises, Inc. a publicly traded Nevada corporation, or its assignee ("Z3E" or the "Corporation").
Hpev, Inc. – Letter of Agreement (September 24th, 2010)
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.