hpilhdhamendhremf32t16hrem.htm - Generated by SEC Publisher for SEC Filing










 








AMENDMENT
AGREEMENT


 


THIS AMENDMENT AGREEMENT (the “Amendment Agreement”) is made effective as of
the 17th day of September 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.         
In recognition of the mutual
consent and interest of the Parties, the Parties hereby execute this Amendment
Agreement to decrease the Company’s ownership in HREM 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 Individual returning to the Company One Hundred Seventy Five Thousand (175,000) of the
Company shares of common stock.


 


3.         
The Parties hereby agree to close
this Amendment Agreement no later than September 30, 2015, 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 Seventy Five Thousand
Dollars ($175,000) and (b) the Company shall have returned to Individual Sixteen (16) quotas of HREM. 


 


4.         
Capitalized terms used but not
defined herein have the meanings assigned to them in the Agreement.


 


5.         
This 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.


 


6.         
This 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.


 



 






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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