hpilh-gplblackbridgerrafinal.htm - Generated by SEC Publisher for SEC Filing










 








REGISTRATION RIGHTS AGREEMENT


Registration
Rights Agreement (the “Agreement”), dated as of November 9, 2016, by and between HPIL Holding, a
corporation organized under the laws of Nevada (the “Company”), and GPL
Ventures, LLC, a Delaware limited liability company (the “Investor”).  


Whereas, in connection with
the Securities Purchase Agreement by and between the Company and the Investor
of this date (the “Securities Purchase Agreement”), the Company has
agreed to issue and sell to the Investor up to $5,600,000.00 worth of shares of
the Company’s Common Stock, $0.0001 Par value per share
(the “Common Stock”), to be purchased pursuant to the terms and subject
to the conditions set forth in the Securities Purchase Agreement; and  


Whereas, to induce the
Investor to execute and deliver the Securities Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and applicable state
securities laws, with respect to the shares of Common Stock issuable pursuant
to the Securities Purchase Agreement. 


Now
therefore, in consideration of the foregoing promises and the mutual covenants
contained hereinafter and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investor
hereby agree as follows:  


Section 1.           
DEFINITIONS.  


As
used in this Agreement, the following terms shall have the following meanings: 


“Execution
Date” means the date of this Agreement set forth above. 


“Person”
means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.  


“Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock
Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC
Bulletin Board, whichever is the principal market on which the Common Stock of
the Company is listed.  


“Register,”
“Registered,” and “Registration” refer to the Registration
effected by preparing and filing one (1) or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and Exchange
Commission (the “SEC”).  


“Registrable
Securities” means (i) the shares of Common Stock issued or issuable
pursuant to the Securities Purchase Agreement, and (ii) the underlying shares
of the Convertible Promissory Note in the amount of $250,000.00, (iii) the 
Share Commitment and underlying Commitment Shares and Additional Commitment
Shares, and (iv) any shares of capital stock issued or issuable with respect to
such shares of Common Stock, if any, as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, which have
not been (x) included in the Registration Statement that has been declared
effective by the SEC, or (y) sold under circumstances meeting all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the 1933 Act. 









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“Registration Statement”
means the registration statement or statements of the Company filed under the
1933 Act covering the Registrable Securities. 


All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the same meaning ascribed to them as in the Securities Purchase
Agreement.  


Section 2.           
REGISTRATION.  


(a)            
Subject
to Section 3(g), the Company shall, within thirty (30) days after the
date of this Agreement, file with the SEC the Registration Statement or
Registration Statements (as is necessary) on Form S-1 (or, if such form is
unavailable for such a registration, on such other form as is available for
such registration), covering the resale of all of the Registrable Securities,
which Registration Statement(s) shall state that, in accordance with Rule 416
promulgated under the 1933 Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become
issuable upon stock splits, stock dividends or similar transactions.  The
Company shall initially register for resale 25,000,000 shares of Common Stock,
except to the extent that the SEC requires the share amount to be reduced as a
condition of effectiveness. 


(b)            
The
Company agrees not to include any other securities in the Registration
Statement covering the Registrable Securities without the Investor’s prior
written consent which the Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other Registration
Statement for other securities, until thirty calendar days after the
Registration Statement for the Registrable Securities is declared effective by
the SEC. 


Section 3.           
RELATED
OBLIGATIONS.
 


At
such time as the Company is obligated to prepare and file the Registration
Statement with the SEC pursuant to Section 2(a), the Company shall have
the following obligations with respect to the Registration Statement: 


(a)            
The
Company shall use all commercially reasonable efforts to cause such
Registration Statement relating to the Registrable Securities to become
effective within ninety (90) days after the date that the Registration
Statement is filed and shall keep such Registration Statement effective until
the earlier to occur of  the date on which (A) the Investor shall have sold all
the Registrable Securities; or (B) the Company has no right to sell any
additional shares of Common Stock under the Securities Purchase Agreement (the
“Registration Period”).  The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.
The Company shall use all commercially reasonable efforts to respond to all SEC
comments within ten (10) business days from receipt of such comments by the
Company. The Company shall use all commercially reasonable efforts to cause the
Registration Statement relating to the Registrable Securities to become
effective no later than five (5) business days after notice from the SEC that
the Registration Statement may be declared effective.  The Investor agrees to
provide all information which it is required by law to provide to the Company,
including the intended method of disposition of the Registrable Securities, and
the Company’s obligations set forth above shall be conditioned on the receipt
of such information. 


(b)            
The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and
the prospectus used in connection with such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act,
as may be necessary to keep such Registration Statement effective 







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during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the
Investor thereof as set forth in such Registration Statement.  In the event the
number of shares of Common Stock covered by the Registration Statement filed
pursuant to this Agreement is at any time insufficient to cover all of the
Registrable Securities, the Company shall amend such Registration Statement, or
file a new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover all of the Registrable Securities, in each
case, as soon as practicable, but in any event within fifty (50) calendar days
after the necessity therefor arises (based on the then Purchase Price of the
Common Stock and other relevant factors on which the Company reasonably elects
to rely), assuming the Company has sufficient authorized shares at that time,
and if it does not, within fifty (50) calendar days after such shares are
authorized.  The Company shall use commercially reasonable efforts to cause
such amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.  


(c)            
The
Company shall make available to the Investor whose Registrable Securities are
included in any Registration Statement and its legal counsel without charge (i)
if requested by the Investor, promptly after the same is prepared and filed
with the SEC at least one (1) copy of such Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, the prospectus
included in such Registration Statement (including each preliminary prospectus)
and, with regards to such Registration Statement(s), any correspondence by or
on behalf of the Company to the SEC or the staff of the SEC and any
correspondence from the SEC or the staff of the SEC to the Company or its
representatives; and (ii) upon the effectiveness of any Registration Statement,
the Company shall make available copies of the prospectus, via EDGAR, included
in such Registration Statement and all amendments and supplements thereto. 


(d)            
The
Company shall use commercially reasonable efforts to (i) register and qualify
the Registrable Securities covered by the Registration Statement under such
other securities or “blue sky” laws of such states in the United States as the
Investor reasonably requests; (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period; (iii) take such other
actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not
be required in connection therewith or as a condition thereto to (x) qualify to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), or (y) subject itself to general
taxation in any such jurisdiction.  The Company shall promptly notify the
Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction in the United States or its
receipt of actual notice of the initiation or threatening of any proceeding for
such purpose. 


(e)            
As
promptly as practicable after becoming aware of such event, the Company shall
notify the Investor in writing of the happening of any event as a result of
which the prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (“Registration
Default”) and use all diligent efforts to promptly prepare a supplement or
amendment to such Registration Statement and take any other necessary steps to
cure the Registration Default (which, if such Registration Statement is on Form
S-3, may consist of a document to be filed by the Company with the SEC pursuant
to Section 13(a), 







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13(c), 14 or 15(d) of the 1934 Act
(as defined below) and to be incorporated by reference in the prospectus) to
correct such untrue statement or omission, and make available copies of such
supplement or amendment to the Investor. The Company shall also promptly notify
the Investor (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when the Registration Statement or
any post-effective amendment has become effective; (ii) of any request by the
SEC for amendments or supplements to the Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration Statement is stale as a result of the
Company’s failure to timely file its financials or otherwise. If a Registration
Default occurs during the period commencing on the Put Notice Date and ending
on the Closing Date, the Company acknowledges that its failure to cure such a
Registration Default within ten (10) business days will cause the Investor to
suffer damages in an amount that will be difficult to ascertain. 


(f)             
The
Company shall use all commercially reasonable efforts to prevent the issuance
of any stop order or other  suspension of effectiveness of the Registration
Statement, or the suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction and, if such an order or suspension is
issued,  to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor holding Registrable Securities being
sold of the issuance of such order and the  resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding concerning the
effectiveness of the Registration Statement. 


(g)            
The
Company shall permit the Investor and one (1) legal counsel, designated by the
Investor, to review and comment upon the Registration Statement and all amendments
and supplements thereto at least one (1) calendar day prior to their filing
with the SEC.  However, any postponement of a filing of a Registration
Statement or any postponement of a request for acceleration or any postponement
of the effective date or effectiveness of a Registration Statement by written
request of the Investor (collectively, the "Investor's Delay")
shall not act to trigger any penalty of any kind, or any cash amount due or any
in-kind amount due the Investor from the Company under any and all agreements
of any nature or kind between the Company and the Investor.  The event(s) of an
Investor's Delay shall act to suspend all obligations of any kind or nature of
the Company under any and all agreements of any nature or kind between the
Company and the Investor.    


(h)            
The
Company shall hold in confidence and not make any disclosure of information
concerning the Investor unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement, or (v) the Investor has consented to
such disclosure.  The Company agrees that it shall, upon learning that
disclosure of such information concerning the Investor is sought in or by a
court or governmental body of competent jurisdiction or through other means,
give prompt written notice to the Investor and allow the Investor, at the
Investor’s expense, to undertake appropriate action to prevent disclosure of,
or to obtain a protective order covering such information. 


(i)              
The
Company shall use all commercially reasonable efforts to maintain designation
and quotation of all the Registrable Securities covered by any Registration
Statement on the Principal Market. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Agreement. 


 







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(j)              
The
Company shall provide a transfer agent for all the Registrable Securities not
later than the effective date of the first Registration Statement filed
pursuant hereto. 


(k)            
If
requested by the Investor, the Company shall (i) as soon as reasonably
practical incorporate in a prospectus supplement or post-effective amendment
such information as the Investor reasonably determines should be included
therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the offering of the
Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment as soon as
reasonably possible after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment; and (iii) supplement or
make amendments to any Registration Statement if reasonably requested by the
Investor. 


(l)              
The
Company shall use all commercially reasonable efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to facilitate the disposition of such Registrable Securities. 


(m)          
The
Company shall otherwise use all commercially reasonable efforts to comply with
all applicable rules and regulations of the SEC in connection with any
registration hereunder. 


(n)            
Within
one (1) business day after the Registration Statement which includes
Registrable Securities is declared effective by the SEC, the Company shall
deliver to the transfer agent for such Registrable Securities, with copies to
the Investor, a written notification that such Registration Statement has been
declared effective by the SEC. 


Section 4.           
OBLIGATIONS
OF THE INVESTOR.
 


(a)            
At least
five (5) calendar days prior to the first anticipated filing date of the
Registration Statement the Company shall notify the Investor in writing of the
information the Company requires from the Investor for the Registration
Statement.  It shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities and the Investor agrees to furnish to the Company that
information regarding itself, the Registrable Securities and the intended
method of disposition of the Registrable Securities as shall reasonably be
required to effect the registration of the resale of such Registrable
Securities and the Investor shall execute such documents in connection with
such registration as the Company may reasonably request. The Investor covenants
and agrees that, in connection with any sale of Registrable Securities by it
pursuant to the Registration Statement, it shall comply with the “Plan of
Distribution” section of the then current prospectus relating to such Registration
Statement. 


(b)            
The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder.  


Section 5.           
EXPENSES
OF REGISTRATION.
 


All
reasonable expenses, other than underwriting discounts and commissions and
other than as set forth in the Securities Purchase Agreement, incurred in
connection with registrations including comments, filings or qualifications
pursuant to Section 2 and Section 3, including, without
limitation, all registration, listing and qualifications fees, printing and
accounting fees, and fees and disbursements of counsel for the Company shall be
paid by the Company. 


 







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Section
6.           
INDEMNIFICATION.  


In
the event any Registrable Securities are included in the Registration Statement
under this Agreement: 


(a)            
To the
fullest extent permitted by law, the Company, under this Agreement, will, and
hereby does, indemnify, hold harmless and defend the Investor, the directors,
officers, partners, employees, counsel, agents, representatives of, and each
Person, if any, who controls, the Investor within the meaning of the 1933 Act
or the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees,
amounts paid in settlement or expenses, joint or several (collectively, “Claims”),
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any
of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact
in the Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which the Investor
has requested in writing that the Company register or qualify the Shares (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which the statements therein were made, not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus for the offer of the Registrable
Securities (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). Subject to the restrictions set
forth in Section 6(b) the Company shall reimburse each Indemnified
Person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or based upon a Violation which is due to the inclusion in the
Registration Statement of the information furnished to the Company by any
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto;
(ii) shall not be available to the extent such Claim is based on (A) a failure
of the Investor to deliver or to cause to be delivered the prospectus made
available by the Company; (B) the Indemnified Person’s use of an incorrect
prospectus despite being promptly advised in advance by the Company in writing
not to use such incorrect prospectus; (C) the manner of sale of the Registrable
Securities by the Investor or of the Investor’s failure to register as a dealer
under applicable securities laws; (D) any omission of the Investor to notify
the Company of any material fact that should be stated in the Registration
Statement or prospectus relating to the Investor or the manner of sale; and (E)
any amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably
withheld.  Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Indemnified Person and  shall
survive the resale of the Registrable Securities by the Investor pursuant to
the Registration Statement; and (iii) shall not be available to the extent the
Claim arises out of the gross negligence or willful misconduct of the
Indemnified Person. 


 







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(b)            
Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
6 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or Indemnified
Party, as the case may be, shall have the right to retain its own counsel with
the fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the Indemnified Person or Indemnified
Party, the representation by counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in such proceeding.  The
indemnifying party shall pay for only one (1) separate legal counsel for the
Indemnified Persons or the Indemnified Parties, as applicable, and such counsel
shall be selected by the Indemnified Party.  The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such
action or Claim.  The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding affected
without its written consent; provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of
a release from all liability in respect to such Claim.  Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made.  The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend
such action. 


(c)            
The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law. 


Section 7.           
CONTRIBUTION.  


To
the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no
contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in Section
6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any seller of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (iii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such Registrable
Securities. 


 







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Section
8.           
REPORTS
UNDER THE 1934 ACT.
 


With
a view to making available to the Investor the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit the Investor to sell securities of the Company to the public
without registration (“Rule 144”), provided that the Investor holds any
Registrable Securities which are eligible for resale under Rule 144 and such
information is necessary in order for the Investor to sell such Securities
pursuant to Rule 144, the Company agrees to: 


(a)            
make and
keep public information available, as those terms are understood and defined in
Rule 144; 


(b)            
file with
the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements (it being understood that nothing herein shall
limit the Company’s obligations under the Securities Purchase Agreement) and
the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and 


(c)            
furnish
to the Investor, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the 1933 Act
and the 1934 Act applicable to the Company, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested to permit the Investor to sell such securities pursuant to Rule 144
without registration. 


Section 9.           
NO
ASSIGNMENT OF REGISTRATION RIGHTS.  


This
Agreement and the rights, agreements or obligations hereunder may not be
assigned, by operation of law, merger or otherwise, and without the prior
written consent of the other party hereto, and any purported assignment by a
party without prior written consent of the other party will be null and void
and not binding on such other party.  Subject to the preceding sentence, all of
the terms, agreements, covenants, representations, warranties and conditions of
this Agreement are binding upon, and inure to the benefit of and are
enforceable by, the parties and their respective successors and assigns.


Section 10.        
AMENDMENT
OF REGISTRATION RIGHTS.
 


The
provisions of this Agreement may be amended only with the written consent of
the Company and the Investor.   


Section 11.        
MISCELLANEOUS.  


(a)            
Any
notices or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been
delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile or email with the signed document attached in PDF format
(provided a confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same.  The addresses and
facsimile numbers for such communications shall be: 


If to the Company: 


 


HPIL Holding









                                          Page 8 of 10










 








 








3738
Coach Cove, 


Sanford, MI 48657        


 


If
to the Investor: 


GPL Ventures, LLC


One Penn Plaza, Suite
6196


New York, NY 10119


 


Each
party shall provide five (5) business days prior notice to the other party of
any change in address, phone number, facsimile number ore-mail address. 


(b)            
Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. 


(c)            
This
Agreement and the Securities Purchase Agreement constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. 


(d)            
This
Agreement and the Securities Purchase Agreement supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof and thereof. 


(e)            
The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.  Whenever required by the context
of this Agreement, the singular shall include the plural and masculine shall
include the feminine.  This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if all the parties had prepared
the same. 


(f)             
This
Agreement may be executed in two or more identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission or by e-mail delivery of a PDF
format of a copy of this Agreement bearing the signature of the party so
delivering this Agreement. 


(g)            
Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby. 


(h)            
In case
any provision of this Agreement is held by a court of competent jurisdiction to
be excessive in scope or otherwise invalid or unenforceable, such provision
shall be adjusted rather than voided, if possible, so that it is enforceable to
the maximum extent possible, and the validity and enforceability of the
remaining provisions of this Agreement will not in any way be affected or
impaired thereby. 


Section 12.        
CHOICE OF
LAW.  


All
disputes arising under this agreement shall be governed by and interpreted in
accordance with the laws of the state of New York, without regard to principles
of conflict of laws.  
















                                          Page 9 of 10










 








 








SIGNATURE PAGE OF REGISTRATION
RIGHTS AGREEMENT


Your
signature on this Signature Page evidences your agreement to be bound by the
terms and conditions of the Securities Purchase Agreement and the Registration
Rights Agreement as of the date first written above. 


The
undersigned signatory hereby certifies that he has read and understands the
Registration Rights Agreement, and the representations made by the undersigned
in this Registration Rights Agreement are true and accurate, and agrees to be
bound by its terms.  


GPL VENTURES, LLC


By:              /S/ Nitin Amersey                        


Name:
       Nitin
Amersey                            


Title:
          CFO                                           


  


 


HPIL Holding 


By:              /S/ Alexander Dillon                    


Name:
       Alexander
Dillon                        


Title:
          Managing Partner