hpilpromissorynote1.htm - Generated by SEC Publisher for SEC Filing










 








NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL TO THE HOLDER OR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.   


 


ISSUE
DATE: June 28, 2016


PRINCIPAL
AMOUNT: $215,000


 


HPIL HOLDING


 


  CONVERTIBLE
PROMISSORY NOTE DUE January 28, 2017


 


FOR VALUE
RECEIVED, HPIL HOLDING, a Nevada corporation (the "Company") promises
to pay to KODIAK CAPITAL GROUP, LLC or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of
$215,000 on January 28, 2017 (the “Maturity Date”) or such earlier date as this
Note is required or permitted to be repaid as provided hereunder. This Note is
issued in connection with that certain Equity Purchase Agreement (the “Purchase
Agreement”) entered into by and between the Company and the Holder on the
Execution Date (as defined in the Purchase Agreement).  Certain capitalized
terms used herein are defined in Section 12.


 


This Note is
subject to the following additional provisions:


 


1.         The
Note is exchangeable for an equal aggregate principal amount of Note of
different authorized denominations, as requested by the Holder surrendering the
same.  No service charge will be made for such registration or transfer or
exchange.


 


2.         The
Holder of this Note is entitled, subject to the following provisions, to
convert all or a portion of the principal amount of this Note into shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”) at a conversion price for each share of Common Stock equal to
the Current Market Price multiplied by fifty percent (50%) (the “Conversion
Price”); provided however, that the Note may not be converted until the earlier
of (i) six months from the Issue Date or (ii) the effective registration of the
Shares for resale on a registration statement on Form S-1 or S-3, as
applicable. “Current Market Price” means the lowest closing bid price for the
Common Stock as reported by Bloomberg, LP for the thirty (30) trading days
ending on the trading day immediately before the relevant Conversion Date (as
defined below).  The amount of Shares issuable pursuant to a conversion shall
equal the principal amount (or portion thereof) of the Note to be converted,
divided by the Conversion Price.   


 


Conversion
shall be effectuated by surrendering the Note to the Company, accompanied by or
preceded by email or other delivery to the Company of a conversion notice
substantially in the form attached hereto as Exhibit A (the “Conversion
Notice”), executed by the Holder evidencing such Holder's intention to convert
a specified portion hereof on such date set forth in the Conversion Notice (the
“Conversion Date”).  No fractional shares of Common Stock or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share.  Certificates
representing Common Stock upon conversion will be delivered within three (3)
Business Days from the Conversion Date (“Delivery Date”).









 










 








 








 


            The
Company shall pay any payments incurred under this Section in immediately
available funds upon demand as the Holder’s remedy for such delay.
 Furthermore, in addition to any other remedies which may be available to
the Holder, in the event that the Company fails for any reason to effect
delivery of the Shares by close of business on the Delivery Date, unless such
failure is due to causes beyond the Company’s reasonable control or that of its
transfer agent, the Holder will be entitled to revoke the relevant Notice of
Conversion by delivering a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion; provided, however,
that an amount equal to any payments contemplated by this Section which have
accrued through the date of such revocation notice shall remain due and owing
to the Converting Holder notwithstanding such revocation.  


 


If,
by the relevant Delivery Date (A) there is an effective registration statement
registering for resale the Shares by the Holder or (B) the Shares are eligible
for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended, and, in
either case, the Company fails, unless such failure is due to causes beyond the
Company’s reasonable control or that of its transfer agent, for any reason to
deliver the Shares and after such Delivery Date, the Holder of the Note being
converted (a “Converting Holder”) purchases, in an arm’s-length open market
transaction or otherwise, shares of Common Stock (the “Covering Shares”) in
order to make delivery in satisfaction of a sale of Common Stock by the
Converting Holder (the “Sold Shares”), which delivery such Converting Holder
anticipated to make using the Shares to be issued upon such conversion (a
“Buy-In”), the Converting Holder shall have the right, to require the Company
to pay to the Converting Holder, in addition to and not in lieu of the amounts
due hereunder (but in addition to all other amounts contemplated in other
provisions of the Transaction Agreements, and not in lieu of any such other
amounts), the Buy-In Adjustment Amount (as defined below).  The “Buy-In
Adjustment Amount” is the amount equal to the excess, if any, of (x) the Converting
Holder's total purchase price (including brokerage commissions, if any) for the
Covering Shares over (y) the net proceeds  (after brokerage commissions,
if any) received by the Converting Holder from the sale of the  Sold
Shares.  The Company shall pay the Buy-In Adjustment Amount to the Company
in immediately available funds immediately upon demand by the Converting
Holder.  By way of illustration and not in limitation of the foregoing, if
the Converting Holder purchases shares of Common Stock having a total purchase
price (including brokerage commissions) of $11,000 to cover a Buy-In with
respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which Company will be required to pay to the
Converting Holder will be $1,000.


 


In
lieu of delivering physical certificates representing the Shares issuable upon
conversion, if (A) there is an effective registration statement registering for
resale the Shares by the Holder or (B) the Shares are eligible for resale by
the Holder without volume or manner-of-sale limitations pursuant to Rule 144
and, in either case, provided the Company’s transfer agent is participating in
the Depository Trust Company (“DTC”) Fast Automated Securities Transfer
program, upon request of the Holder and its compliance with the provisions
contained in this paragraph, so long as the certificates therefore do not bear
a legend and the Holder thereof is not obligated to return such certificate for
the placement of a legend thereon, the Company shall use its best efforts to
cause its transfer agent to electronically transmit the Common Stock issuable
upon conversion to the Holder by crediting the account of Holder’s Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system.


 


The
Holder of the Note shall be entitled to exercise its conversion privilege with
respect to the Note notwithstanding the commencement of any case under 11
U.S.C. §101 et  seq.  (the “Bankruptcy Code”).  In the event
the Company is a debtor under the Bankruptcy Code, the Company hereby waives,
to the fullest extent permitted, any rights to relief it may have under 11
U.S.C. §362 in respect of such holder’s conversion privilege.  The Company
hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the
conversion of the Note.  This Note has been issued subject to investment
representations of the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of 1933, as amended (the
"Act"), and other applicable state and foreign securities laws.  In
the event of any proposed transfer of this Note, the Company may require, prior
to issuance of a new Note in the name of such other Person, that it receive
reasonable transfer documentation including legal opinions that the issuance of
the Note in such other name does not and will not cause a violation of the Act
or any applicable state or foreign securities laws. Prior to due presentment
for transfer of this Note, the Company and any agent of the Company may treat
the Person in whose name this Note is duly registered on the Company's Note
Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note be overdue, and
neither the Company nor any such agent shall be affected by notice to the
contrary.







 










 








 










 


4.         No
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of this Note at the
time, place, and rate, and in the coin or currency, herein prescribed.
 This Note is a direct obligation of the Company.


 


5.         The
Holder of the Note, by acceptance hereof, agrees that this Note is being
acquired for investment and that such Holder will not offer, sell or otherwise
dispose of this Note or the shares of Common Stock issuable upon conversion
thereof except under circumstances which will not result in a violation of the
Act or any applicable state Blue Sky or foreign laws or similar laws relating
to the sale of securities. 


 


6.         This Note and all acts and transactions pursuant
hereto and the rights and obligations of the Company and the Holder shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law. Each of
the Company and Holder hereby submit to the exclusive jurisdiction of the
United States Federal and state courts located in Los Angeles, California with
respect to the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein. Each of the
parties hereby waives the right to a trial by jury in connection with any
dispute arising under this Note. 


 


7.         The Company may prepay this Note in whole or in
part at any time following at least fifteen (15) and no more than sixty (60)
days’ advance written notice to the Holder, provided that the Holder shall
retain all rights of conversion until the date of repayment, notwithstanding
the pendency of any prepayment notice.


 


8.         The
following shall constitute an "Event of Default":


 


(a)        The
Company shall default in the payment of principal on this Note and same shall
continue for a period of five (5) days provided, however, that an
Event of Default shall not occur on account of a failure to pay due solely to
an administrative or operational error of any depositary institution that is
crediting by ACH or wiring such payment if Company had the funds to make the
payment when due and makes the payment within two (2) Business Days following
Company’s knowledge of such failure to pay; or


 


(b)        Any
of the representations or warranties made by the Company herein, in any
certificate or financial or other written statements heretofore or hereafter
furnished by the Company in connection with the execution and delivery of this
Note shall be false or misleading in any material respect at the time made; or


 









 










 








 








(c)        The Company shall fail to
perform or observe, in any material respect, any other covenant, term,
provision, condition, agreement or obligation of any Note and such failure
shall continue uncured for a period of fifteen (15) days after written notice
from the Holder of such failure; or


 


(d)        The
Company fails to authorize or to cause its transfer agent to issue the Shares
upon exercise by the Holder through a Notice of Conversion in accordance with
the terms of this Note, fails to transfer or to cause its transfer agent to
transfer any certificate for Shares issued to the Holder upon conversion of
this Note and when required by this Note, and such transfer is otherwise
lawful, or fails to remove any restrictive legend on any certificate or fails
to cause its transfer agent to remove such restricted legend, in each case
where such removal is lawful, as and when required by this Note, and any such
failure shall continue uncured for five (5) Business Days; or


 


(e)        The
Company shall (1) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; or (2) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its
property or business; or


 


(f)        A
trustee, liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent and shall not
be discharged within sixty (60) days after such appointment; or


 


(f)        Any
governmental agency or any court of competent jurisdiction at the instance of
any governmental agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or


 


(g)        Any
money judgment, writ or warrant of attachment, or similar process in excess of
ThreeHundred Thousand ($300,000) Dollars in the aggregate shall be entered or
filed against the Company or any of its properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days
or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or


 


(h)        Bankruptcy,
reorganization, insolvency or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the Company,
shall not be dismissed within sixty (60) days after such institution or the
Company shall by any action or answer approve of, consent to, or acquiesce in
any such proceedings or admit the material allegations of, or default in
answering a petition filed in any such proceeding; or


(i)         Shares
of Common Stock shall cease to be quoted on the OTCQB for any reason and are
not thereafter re-listed, re-traded or re-quoted on another Principal Market
within fifteen (15) trading days.    


(j)         The
Company fails to file a registration statement with the Securities and Exchange
Commission for the underlying common stock of the Note by November 1, 2016.


 


            Then,
or at any time thereafter, and in each and every such case, unless such Event
of Default shall have been waived in writing by the Holder (which waiver shall
not be deemed to be a waiver of any subsequent default) at the option of the
Holder and in the Holder's sole discretion, the Holder may consider all
obligations under this Note immediately due and payable within five (5) days of
notice, without presentment, demand, protest or notice
of any kinds, all of which are hereby expressly waived, anything herein or in
any note or other instruments contained to the contrary notwithstanding, and
the Holder may immediately enforce any and all of the Holder's rights and
remedies provided herein or any other rights or remedies afforded by law.  Upon
an Event of Default, the Principal Amount will increased to $250,000 and the
Conversion Price will become the Current Market Price multiplied by twenty five
percent (25%)  (“Default Conversion Price”).







 










 








 










 


9.         The Company shall not effect any conversion of
this Note, and a Holder shall not have the right to convert any portion of this
Note, pursuant to Section 2 or otherwise, to the extent that after giving
effect to such issuance after exercise as set forth on the applicable Notice of
Conversion, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s
Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its Affiliates
shall include the number of shares of Common Stock issuable upon conversion of
this Note with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i)
conversion of the remaining, nonconverted portion of this Note beneficially
owned by the Holder or any of its Affiliates and (ii) exercise or conversion of
the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, securities convertible into Common Stock)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for purposes
of this Section 9, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any
schedules required to be filed in accordance therewith.   To the
extent that the limitation contained in this Section 9 applies, the
determination of whether this Note is convertible (in relation to other
securities owned by the Holder together with any Affiliates) and of which
portion of this Note is convertible shall be in the sole discretion of the
Holder, and the submission of a Notice of Conversion shall be deemed to be the
Holder’s determination of whether this Note is convertible (in relation to
other securities owned by the Holder together with any Affiliates) and of which
portion of this Note is convertible, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.   In addition, a
determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder.  For purposes of this Section 9,
in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A)
the Company’s most recent periodic or annual report filed with the SEC, as the
case may be, (B) a more recent public announcement by the Company or (C) a more
recent written notice by the Company or Company’s transfer agent setting forth
the number of shares of Common Stock outstanding.  Upon the written or
oral request of a Holder, the Company shall within two trading days confirm
orally and in writing to the Holder the number of shares of Common Stock then
outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Note, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock
was reported.  The “Beneficial Ownership Limitation” shall be 9.99%
of the number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable upon
conversion of this Note.   The provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 9 to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of
this Note.







 










 








 










 


10.       Nothing
contained in this Note shall be construed as conferring upon the Holder the
right to vote or to receive dividends or to consent or receive notice as a
shareholder in respect of any meeting of shareholders or any rights whatsoever
as a shareholder of the Company, unless and to the extent converted in
accordance with the terms hereof.


 


11.  The terms
and conditions of this Note shall inure to the benefit of and be binding upon
the respective successors and assigns of the Company and the Holder.


 


12. Certain
Definitions.  For purposes of this Note, the following terms shall have the
following meanings:


 


(a)            
“Affiliate” shall mean as applied to any
Person, means any other Person directly or indirectly controlling, controlled
by, or under common control with, that Person.  For the purposes of
this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or
otherwise.  For purposes of this definition, a Person shall be deemed
to be “controlled by” a Person if such latter Person possesses, directly
or indirectly, power to vote 10% or more of the securities having ordinary
voting power for the election of directors of such former Person.


2.              
(b)           “Bloomberg”
means Bloomberg Financial Markets.


3.              
(c)           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law to remain
closed.


4.              
(c)           “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.


5.              
(d)           “Principal
Market” means OTCQB or the principal securities exchange or securities market
on which the Common Stock is then quoted or traded.


 


 


 


 


 


[signature page
follows immediately]


 












 










 








 








            IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed by an officer thereunto
duly authorized.


 


Dated: June 28, 2016 



 


 


COMPANY:


 


HPIL
HOLDING


By:
/s/ Nitin Amersey


Director
and CFO


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 












 










 








 








EXHIBIT A - NOTICE OF CONVERSION


 


The undersigned hereby elects to convert principal under the
Note due December 28, 2016 of HPIL HOLDING, a Nevada corporation (the “Company”),
into shares of common stock (the “Common Stock”), of the Company
according to the conditions hereof, as of the date written below.  If
shares of Common Stock are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith.  No fee will be charged
to the holder for any conversion, except for such transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and
warrants to the Company that its ownership of the Common Stock does not exceed
the amounts specified under Section 9 of this Note, as determined in accordance
with Section 13(d) of the Exchange Act.


 


Conversion
calculations:__________


Date to Effect
Conversion:__________


Principal Amount
of Debenture to be Converted:__________


Signature:__________


Name:__________


Shares to be
issued to:__________


EIN:__________


Address for
Delivery of Common Stock Certificates:__________


 


Or


 


DWAC
Instructions:__________


Broker
No:__________


Account No:__________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 









 










 








 








Irrevocable Letter Agreement


 


June 28, 2016


 


Ladies and  Gentlemen: 


 


HPIL
HOLDING, a Nevada corporation  (the  "Company")  and  Kodiak
Capital Group,  LLC  (the  "Investor")  have  entered 
into  a  Convertible Promissory Note dated  as  of June 28, 2016 (the  "Agreement")  in  the  principal  amount  of $215,000 (the  "Note").  A copy  of  the  Note  is  attached  hereto. 
As the registrar and transfer agent for the Company’s common stock, par value
$0.0001 per share (“Common Stock”), the Company requests that you familiarize  yourself  with  your  issuance  and  delivery 
obligations,  as the Company’s transfer agent, contained
in the Note.  The  shares  to  be  issued  are  to  be  registered  in  the  names  of  the  registered  holder 
of  the  securities submitted  for  conversion  or  exercise.  Capitalized terms used but note
defined in this instruction letter shall have the meanings ascribed to them in
the Note.


 


You are  hereby  irrevocably  authorized, directed, and instructed to reserve a sufficient
number of shares of Common Stock to provide for the issuance of a number of
share of Common Stock into which the Note is convertible (such shares, the
“Conversion Shares”) equal to 2,150,000
shares of Common Stock (the “Reserved
Amount”).  The Reserved Amount may be increased, from time to time, by written
instruction of the Investor.


 


The ability  to  convert  the  Note  in  a  timely  manner  is  a  material 
obligation  of  the  Company 
pursuant  to  the  Note.  Your  firm  is  hereby  irrevocably  authorized  and  instructed  to  issue  shares 
of  Common  Stock 
of  the  Company  (without 
any  restrictive  legend)  to  the  Investor without  any  further  action  or  confirmation  by  the  Company:  upon  your  receipt 
from  the  Investor  of:  (i) a notice  of  conversion  ("Conversion  Notice")
executed by  the Investor; and (ii)
an opinion of  counsel 
of  the  Company or the Investor,  in  form,  substance  and  scope  customary 
for  opinions  of  counsel  in  comparable  transactions  (and  satisfactory  to  the  transfer 
agent),  to  the  effect  that  the  shares  of  Common  Stock  of  the  Company  issued  to  the  Investor 
pursuant  to  the  Conversion  Notice  are 
not "restricted securities"  as  defined  in Rule 144 and should  be  issued  to  the   Investor without 
any  restrictive  legend. 
The number  of  shares  to  be  issued 
shall be less  than   9.99% of  the  total  issued  common 
stock  of  the  Company.  If  the  number 
of  shares  issued 
to  the  Investor  is  greater 
than  9.99%  of  the  total 
issued  common  stock  of  the  company, 
the  transfer  agent 
must  notify  the  Investor  immediately. 


 


In the event the Reserved Amount is insufficient to
accommodate the number of Conversion Shares to be issued pursuant to a
Conversion Notice, the Company agrees and directs that you issue the Conversion
Shares that may be in excess of the Reserved Amount using all then available
authorized but unissued shares of Common Stock.


 


The Company  hereby  requests  that  your  firm  act
immediately,  without  delay and  without 
the  need  for  any  action  or  confirmation  by  the  Company  with  respect  to  the  issuance 
of  Common  Stock pursuant
to any  Conversion Notices received  from  the  Investor. 
The  Company  also  requires  that  as  long  as  this  convertible  note  is  still  outstanding  to  the  Investor,  that  the  transfer  agent  must  disclose  the  shares  authorized, outstanding, and reserved to  the  Investor  as  requested. 


 


The Company  shall  indemnify  you  and  your  officers,  directors,  principals,  partners,  agents  and  representatives
(together, the “Indemnitees”), and  hold  each  of  them  harmless 
from  and  against 
any  and  all  loss,  liability,  damage, 
claim  or  expense 
(including  the  reasonable  fees  and  disbursements  of  its attorneys) incurred 
by  or  asserted  against  you  or  any  of  them  arising  out  of  or  in  connection  with   the instructions  set  forth  herein, 
the  performance  of  your  duties  hereunder   and
  otherwise   in  respect  hereof, 
including  the  costs 
and  expenses  of  defending  yourself 
or  themselves  against 
any  claim  or  liability  hereunder,  except  that  the  Company 
shall  not  be  liable  hereunder  as  to  matters 
in  respect  of  which  it  is  determined  that  an Indemnitee has acted  with  negligence, gross  negligence  or  in  bad  faith.  You  shall  have  no  liability 
to  the  Company  in  respect  to  any  action  taken  or  any  failure  to  act  in  respect 
of  this  if  such  action  was  taken  or  omitted  to  be  taken  in  good  faith,  and  you  shall  be  entitled  to  rely  in  this  regard 
on  the reasonable advice 
of  counsel. 







 










 








 










 


The Board  of  Directors  of  the  Company  has  approved the 
foregoing  (irrevocable  instructions)  and  does  hereby  extend  the  Company’s  irrevocable  agreement  to  indemnify your  firm for  all 
loss,  liability  or expense 
in  carrying out the
authority and direction herein contained on the terms herein set forth.


  


Notwithstanding anything herein contained to the contrary,
Bay City Transfer Agency & Registrar, Inc. is not a party to the Agreement
and is acting only in the capacity of an administrator.  In addition, the
Company must be current in all amounts owed to Bay City Transfer Agency &
Registrar, Inc. and in good standing with Bay City Transfer Agency &
Registrar, Inc., before the issuance of any shares of the Common Stock
hereunder.  In the event of any dispute or ligation between the Company and the
Investor as a result of the failure to be current in all amounts owed to Bay
City Transfer Agency & Registrar, Inc. and in good standing with Bay City
Transfer Agency & Registrar, Inc. which might cause a delay in the issuance
of shares of the Common Stock hereunder, Bay City Transfer Agency &
Registrar, Inc. shall not be included in any litigation between the Company and
the Investor nor have any liability to the Company or the Investor. Should the
Company be unable to pay any fee associated with an issuance to the Investor,
the Investor may, at its own discretion, agree to pay such fee in order for the
issuance to be administered.


  


The Company agrees that in the event that the Bay City
Transfer Agency & Registrar, Inc. resigns as the Company’s transfer agent,
the Company shall use its best efforts to engage a suitable replacement
transfer agent that will agree to serve as transfer agent for the Company and
be bound by the terms and conditions of these Irrevocable Instructions as soon
as practicable.


 


The Investor is intended to be and are third party
beneficiaries hereof, and no amendment or modification to the instructions set
forth herein may be made without the consent of the Investor. 


 


Very truly yours, 


HPIL
Holding


 


By:


Name:


Title:


  


 


Acknowledged and Agreed: 


Bay City Transfer Agency & Registrar, Inc.


By:


Name:


Title:


  


 


 


 


 


 









 










 








 








WRITTEN CONSENT


 


OF


 


THE BOARD OF DIRECTORS


 


OF


 


HPIL HOLDING


(a Nevada corporation)


 


in Lieu of Meeting


______________________________________________________


June 28, 2016


The undersigned, being the directors of HPIL Holding,
a Nevada corporation (the “Corporation”), DO HEREBY CONSENT to
the taking of the following actions in lieu of a meeting and DO HEREBY ADOPT
the following resolutions by written consent in lieu of a meeting of the
Board of Directors of the Corporation (the “Board”) pursuant to
Section 141(f) of the General Corporation Law of the State of Nevada:


WHEREAS,
the Board has determined that it is in the best interests of the
Corporation and its shareholders that the Corporation enter into an equity
purchase agreement substantially in the form attached hereto as Exhibit A (the
“Purchase Agreement”) with Kodiak Capital Group, LLC (“Kodiak”)
pursuant to which the Company shall issue and sell to Kodiak, from time to time
as provided in the Purchase Agreement, up to $5,000,000 of shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”);  


 


WHEREAS,
the Board has determined that it is in the best interests of the
Corporation and its shareholders that the Corporation issue to Kodiak a
$215,000 convertible note substantially in the form attached hereto as Exhibit
B (the “Note”);    


 


WHEREAS,
the Board has determined that it is in the best interests of the
Corporation and its shareholders to file a registration statement on Form S-1
(the “Registration Statement”) registering for resale the shares
of Common Stock issuable under the Purchase Agreement (the “Put Shares”)
and the shares of Common Stock issuable upon conversion of the Note (the “Note
Shares”) pursuant to a registration rights agreement substantially in
the form attached hereto as Exhibit C (the “Registration Rights Agreement”);
and 


 


WHEREAS,
the Board is aware that the issuance and sale of the Put Shares and the
issuance and sale of the Note Shares upon conversion of the Note are likely to
result in substantial dilution to the interests of other stockholders.


 


Now therefore, be it resolved, that
the form, terms and provisions of the Purchase Agreement, the Note and the
Registration Rights Agreement are hereby  approved and ratified, and the Chief
Executive Officer and Chief Financial Officer of the Corporation (each, an “Authorized
Officer”) be, and each of them, acting singly, hereby is authorized and
directed, in the name and on behalf of the Corporation, to execute and deliver
Purchase Agreement, the Note and the Registration Rights Agreement with such
additions thereto and changes therein as the Authorized Officer executing the
same shall approve, such approval to be conclusively
evidenced by his or her execution and delivery thereof;







 










 








 










 


RESOLVED
FURTHER, that the Board approve and direct that, from time to time as
needed in advance of a Closing Date (as such term is defined in the Purchase
Agreement) such number of shares of Common Stock equal to the number of shares
of Common Stock as will be needed for a closing be reserved and kept available
until the consummation of such closing, to enable the Corporation to satisfy
its obligation to issue the Put Shares to be issued in connection therewith
(the “Put Reserved Amount”);  


 


RESOLVED
FURTHER, that the Board approve and direct that 2,150,000 shares of Common
Stock, as may be increased by Kodiak, be reserved as of the date hereof and at
all times thereafter to provide for the issuance of the Note Shares (the “Note
Reserved Amount” and, together with the Put Reserved Amount, the “Reserved
Amount”); 


 


RESOLVED
FURTHER, that the Board approve and direct that the Corporation take all
corporate action necessary to authorize and reserve the Reserved Amount;


 


RESOLVED
FURTHER, that the issuance of the Put Shares, when issued in accordance
with the terms of the Purchase Agreement, is hereby confirmed, ratified and
approved in all respects, and such Put Shares, when issued and paid for in
accordance with the terms of Purchase Agreement, are validly issued, fully paid
and non-assessable, and that each Authorized Officer is hereby authorized,
empowered and directed to instruct the Corporation’s transfer agent and
registrar Bay City Transfer Agency & Registrar, Inc. (the “Transfer
Agent”) to issue the Put Shares accordance with the terms of the
Purchase Agreement; 


 


RESOLVED
FURTHER, that the issuance of the Note Shares, when issued in accordance
with the terms of the Note, is hereby confirmed, ratified and approved in all
respects, and such Note Shares, when issued in accordance with the terms of the
Note, are validly issued, fully paid and non-assessable, and that each
Authorized Officer is hereby authorized, empowered and directed to instruct the
Transfer Agent to issue the Note Shares in accordance with the terms of the Notes;



 


RESOLVED
FURTHER, that the forms, terms and provisions of the irrevocable letter
agreement with the Transfer Agent (the “Letter Agreement”),
substantially in the form attached hereto as Exhibit D, are hereby  approved
and ratified, and the Authorized Officers be, and each of them, acting singly,
hereby is authorized and directed, in the name and on behalf of the
Corporation, to execute and deliver the Letter Agreement with such additions
thereto and changes therein as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by his or her execution and
delivery thereof;


 


RESOLVED
FURTHER, that the Corporation indemnify the Transfer Agent for all loss,
liability, or expense in carrying out the authority and direction contained in
the Letter Agreement; 


 


RESOLVED
FURTHER, that the Registration Statement is hereby ratified and approved,
and the Authorized Officers of the Corporation be, and each of them, acting
singly, hereby is authorized and directed, for and on behalf of the
Corporation, to cause to be prepared and, as soon as reasonably practicable in
order fully to effectuate the purposes of these resolutions, cause to be
publicly filed with the Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”),
and to execute on behalf of the Corporation, the Registration Statement,
together with all schedules and exhibits thereto, with swuch additions thereto
and changes therein as any such officer may approve, such approval to be
conclusively evidenced by the filing thereof with the SEC; and


 


RESOLVED
FURTHER, that the Authorized Officers of the Corporation be, and each of
them, acting singly, hereby is authorized and directed, in the name and on
behalf of the Corporation, to cause to be prepared (and, if appropriate, to
execute) such further amendment or amendments to the Registration Statement (including post-effective amendments) and
supplements, schedules and exhibits thereto as any of them may deem necessary or
desirable or as may be required by the SEC or under the applicable laws of any
jurisdiction, to execute on behalf of the Corporation all such amendments and
supplements to the Registration Statement, to cause such amendments or
supplements to be filed with the SEC, and to do such other acts or things and
execute such other instruments, agreements and other documents as any of them
may deem necessary or desirable to cause the Registration Statement, as amended
and supplemented, to comply with the Securities Act and the rules and
regulations thereunder and with applicable laws of any jurisdiction, and to
cause the Registration Statement to become effective under the Securities Act
and the rules and regulations thereunder.







 










 








 










Omnibus
Resolutions


 


RESOLVED,
that the Authorized Officers of the Corporation be, and each of them hereby is,
authorized and empowered for, in the name and on behalf of the Corporation, to
do and perform all such further acts and things including, but not limited to,
making all necessary filings with the SEC and executing and delivering, and
where necessary or appropriate, filing with the appropriate governmental
authorities, all such certificates, contracts, bonds, agreements, documents,
instruments, receipts, or other papers and making all such payments, including
payments of all fees and expenses, as in the judgment of such officer shall be
necessary, desirable or appropriate to carry out and effectuate each of the
foregoing resolutions adopted by the Board and each of the transactions
contemplated thereby;


 


RESOLVED
FURTHER, that the Authorized Officers of the Corporation and each of them
hereby are authorized and empowered to take such actions as they or any of them
may deem necessary or appropriate in order fully to effectuate the purposes of
the foregoing resolutions;


 


RESOLVED
FURTHER, that any actions taken by the Authorized Officers of the
Corporation or any of them prior to the adoption of these resolutions, which
would have been within the authority conferred hereby, are hereby ratified and
approved; 


 


RESOLVED
FURTHER, that all acts and things previously done and performed (or caused
to be done and performed) in the name and on behalf of the Corporation prior to
the date of these resolutions in furtherance of any of the foregoing
resolutions and the transactions contemplated therein be, and the same hereby
are, ratified, confirmed and approved;  


 


RESOLVED
FURTHER, that to the extent any of the foregoing resolutions conflict with
resolutions previously approved by the Board, the resolutions set forth above
shall control and shall supersede such earlier resolutions; and


 


RESOLVED
FURTHER, that this consent may be delivered to the Corporation by facsimile
transmission or by e-mail delivery of a “.pdf” format data file and shall have
the same force and effect as an original.


 


  


 


  


 





 









 










 








 








IN
WITNESS WHEREOF, the undersigned directors
of the Corporation direct that this instrument be filed with the minutes of the
proceedings of the Board of Directors of the Corporation.


 


 


/s/ Louis Bertoli, Director


 


/s/ Nitin Amersey, 
Director 


 


/s/ John Mitchell, 
Director 


 


/s/ John Dunlap,
Director