Debt consists of the following:

	September 30, 2019			December 31, 2018
Notes payable	$	2,400,000		$	1,800,000
Convertible notes payable		735,550			581,950
Test vehicle financing		68,172			56,231
Note payable – related party		21,641			12,897
Note payable – UPT minority owner		90,000			190,000
		3,315,363			2,641,078
Debt discount		(515,941	)		(513,245	)
		2,799,422			2,127,833
Less: current portion		(2,767,532	)		(2,091,014	)
Long-term portion	$	31,890		$	36,819

Notes Payable

From September 1 – 11, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

From September 7 – 25, 2018, the Company entered into Promissory Note Agreements with four accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On October 2 and 26, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On December 19, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 400,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On January 7, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, it issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On February 1, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $75,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech agreed to issue 1,000,000 shares of restricted common stock.

On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On March 19, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

Convertible notes payable

February Convertible Note – On February 19, 2018, the Company entered into a convertible note agreement. It issued 2,000,000 inducement shares of restricted common stock and received $350,000, with an original issue discount of $35,000 in lieu of interest, for a total amount of $385,000 due on September 19, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

On May 22, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to November 1, 2018. In exchange, the note was changed from promissory to convertible with a conversion price of $0.025 per share.

On September 14, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt. On October 26, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019. On October 31, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt.

On January 1, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to May 1, 2019. In exchange, the conversion price was changed from $0.025 to $0.0125 per share. On February 26, 2019, CoolTech issued 7,500,000 shares of common stock to Lucas Hoppel upon partial conversion of $93,750 on convertible debt of $396,550. On April 23, 2019, Cool Technologies issued 7,500,000 shares of common stock to Lucas Hoppel upon conversion of $93,750 on convertible debt of $396,550.

On May 1, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to August 1, 2019. All other terms and conditions remained the same. On July 30, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to November 1, 2019. On October 31, 2019, he signed an amendment which extended the maturity date to December 31, 2019. All other terms and conditions remained the same.

December Convertible Note -- On December 10, 2018, the Company entered into a convertible note agreement. It received $138,000 with an original issue discount of $14,000 in lieu of interest, for a total amount of $152,000 due on December 10, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 28% discount to the lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

On June 5, 2019, the outstanding balance of $203,643 was paid in full and the note was retired.

February Convertible Note -- On February 11, 2019, the Company entered into a convertible note agreement. It received $140,000 with an original issue discount of $8,400 in lieu of interest, for a total amount of $132,500 due on February 11, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

March Convertible Note -- On March 13, 2019, the Company entered into a convertible note agreement. It received $140,000 with an original issue discount of $7,500 in lieu of interest, for a total amount of $131,600 due on February 11, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18% per annum, require the Company to (i) pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

May Convertible Note -- On May 13, 2019, the Company entered into a convertible note agreement. It received $150,000 after an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on December 13, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

June Convertible Note -- On June 6, 2019, the Company entered into a convertible note agreement. It received $130,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($143,000) and interest will be due on June 6, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum, require the Company to (i) pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

July Convertible Note – On July 3, 2019, the Company entered into a convertible note agreement. It received $150,000 with an original issue discount of $15,300 in lieu of interest, for a total amount of $168,300 plus 8% annual interest due on July 3, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

On July 31, 2019, the Company issued 4,000,000 shares of common stock to Lucas Hoppel upon partial conversion of $50,000 on convertible debt with a principal of $396,550. After the conversion the principal balance remaining totals $59,050.

On August 13, 2019, the Company issued 423,729 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 184 days of 8% annual interest. After the conversion, the principal balance remaining totals $125,000.

On August 23, 2019, the Company issued 545,455 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 194 days of 8% annual interest. After the conversion, the principal balance remaining totals $110,000.

August Convertible Note -- On August 28, 2019, the Company entered into a convertible note agreement. It received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on August 28, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

On August 29, 2019, the Company issued 604,839 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 200 days of 8% annual interest. After the conversion, the principal balance remaining totals $95,000.

On September 3, 2019, the Company issued 819,672 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 205 days of 8% annual interest. After the conversion, the principal balance remaining totals $75,000.

On September 5, 2019, the Company issued 833,333 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 207 days of 8% annual interest. After the conversion, the principal balance remaining totals $55,000.

On September 11, 2019, the Company issued 1,005,025 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 213 days of 8% annual interest. After the conversion, the principal balance remaining totals $35,000.

On September 11, 2019, the Company issued 2,500,000 shares of common stock to Lucas Hoppel upon partial conversion of $31,250 on convertible debt with a principal of $396,550. After the conversion, the principal balance remaining totals $27,800.

On September 17, 2019, the Company issued 1,005,025 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 219 days of 8% annual interest. After the conversion, the principal balance remaining totals $15,000.

On September 16, 2019, the Company issued 2,012,072 shares of common stock to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 189 days of 8% annual interest. After the conversion, the principal balance remaining totals $100,000.

On September 24, 2019, the Company issued 1,119,558 shares of common stock to Power Up Lending Group Ltd. upon final conversion of $15,000 on convertible debt with a principal of $140,000 and 8% annual interest of $5,264. After the conversion, the note was retired.

Test Vehicle Financing

In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. In July 2018, CoolTech traded-in one test vehicle and purchased another bearing interest rate of 9.92% payable monthly over 6 years.

In June 2019, the Company trade-in one test vehicle and purchased another with financing of approximately $44,500 bearing an interest rate of 9.92% payable monthly over a 5 year period.

Note payable – UPT minority owner

Held by the 5% minority owner of UPT. The terms of the note have not been finalized.

Warrants Issued with Debt

When the Company issues notes payable, it may also be required to issue warrants. The table below aggregates the instances in which warrant issuance was required.

	Number of Warrants		Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2018		14,467,717		0.05		4.6	$	1,564
Granted		4,400,000		0.05
Forfeited or expired		--		--
Exercised		--		--
Outstanding, September 30, 2019		18,867,717		0.05		4.2	$	379,596
Exercisable, September 30, 2019		18,867,717		0.05		4.2	$	379,596

Future contractual maturities of debt are as follows:

Year ending December 31,
2019	$	2,082,568
2020		686,691
2021		7,358
2022		8,134
2023		8,992
2024		5,679
	$	2,799,422

Transactions with Related Parties

The note payable - related party, in the amount of $21,641 as of September 30, 2019, is held by the Company's Chief Financial Officer and relates to unreimbursed expenses.

The note payable in the amount of $90,000 as of September 30, 2019, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.