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SECOND
AMENDMENT AGREEMENT


 


THIS SECOND AMENDMENT AGREEMENT (the “Second Amendment Agreement”) is made effective
as of the 15th day of November 2015 (the “Effective Date”), by and
between HPIL Holding, a Nevada (USA) corporation (the “Company”),
and Mr. Daniel Haesler, an individual domiciled in Switzerland (“Individual”). 
The Company and Individual are hereinafter collectively referred to as the
“Parties”.


 


The Parties hereby agree as follows:


 


1.         
On October 26, 2012, the Parties
entered into that certain Quota Purchase Agreement (the “Agreement”), pursuant
to which the Company agreed to buy from Individual, and Individual agreed to sell
to the Company, Thirty-Two (32) quotas of Haesler Real Estate Management SA
(“HREM”) owned by Individual and representing Thirty-Two percent (32%) of the
ownership of HREM (the “Quotas”), as well as all of Individual rights related
thereto and any and all distributions or dividends in the Quotas, in the form
of an assignment of the certain treasury common shares owned by the Company to Individual
on the terms and conditions set forth in the Agreement. The Purchase Price for
the Quotas was Two Hundred Ninety Seven Thousand Five Hundred Dollars
($297,500) paid by an assignment of all of the Company’s right, title, and
interest in and to Three Hundred and Fifty Thousand (350,000) of the Company treasury
shares of common stock.  The transaction contemplated by the Agreement was
closed pursuant to that certain Closing Agreement entered into by and among the
Company, HPIL REAL ESTATE Inc. (formerly a wholly owned subsidiary of the
Company, which has been merged with and into the Company effective as of May 28,
2015) and Individual, effective as of December 14, 2012.


 


2.         
On September 17, 2015, the Parties
entered into that certain Amendment Agreement pursuant to which the Company’s
ownership in HREM decreased from Thirty-Two (32) quotas of HREM equal to
Thirty-Two percent (32%) of the outstanding ownership in HREM to Sixteen (16)
quotas of HREM equal to Sixteen percent (16%) of the outstanding ownership in
HREM in consideration of which Individual returned to the Company One Hundred
Seventy Five Thousand (175,000) of the Company shares of common stock, equal to
One Hundred Seventy Five Thousand Dollars ($175,000).


 


3.         
In recognition of the mutual
consent and interest of the Parties, the Parties hereby execute this Second Amendment
Agreement to decrease the Company’s ownership in HREM from Sixteen (16) quotas of
HREM equal to Sixteen percent (16%) of the outstanding ownership in HREM to Zero
(0) quotas of HREM equal to Zero percent (0%) of the outstanding ownership in HREM
in consideration of Individual returning to the Company One Hundred Seventy
Five Thousand (175,000) of the Company shares of common stock.


 


4.         
The Parties hereby agree to close
this Second Amendment Agreement no later than December 6, 2015 (the “Closing
Date”), by which time (a) Individual shall have returned to the Company One
Hundred Seventy Five Thousand (175,000) of the Company shares of common stock equal
to One Hundred Eighty-Three Thousand Seven Hundred Fifty Dollars ($183,750) and
(b) the Company shall have returned to Individual Sixteen (16) quotas of HREM.







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5.         
As of the Closing Date, and
conditioned upon the return of the Quotas and the Company shares of common
stock as contemplated by this Second Amendment Agreement, all respective
obligations of the Parties to each other with respect to the Quotas and the
Company shares of common stock shall cease.


 


6.         
Capitalized terms used but not
defined herein have the meanings assigned to them in the Agreement.


 


7.         
This Second Amendment Agreement shall
be interpreted, construed, and governed according to the substantive laws of
the State of Nevada (USA) without regard to principles of conflicts of law.


 


8.         
This Second Amendment Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


THIS AMENDMENT AGREEMENT has been entered into as of the Effective Date.


 


 


	
  Company: 

   

  HPIL Holding, a Nevada
  (USA) corporation.

   

   

   

  By: /s/ Louis Bertoli
                               . 

  Louis
  Bertoli, President & CEO

  	
  Individual: 

   

  Mr. Daniel Haesler, an
  individual domiciled in Switzerland.

   

   

  By: /s/ Daniel Haesler
                               . 

  Mr.
  Daniel Haesler, Individually