ex101-8khpilhgiotosiaassetpu.htm - Generated by SEC Publisher for SEC Filing










 








ASSET
PURCHASE AND SALE AGREEMENT


 


This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of December 9, 2015, between HPIL Holding, a Nevada (USA)
corporation (the “Company”), and GIOTOS Limited, a United Kingdom
limited company (“GIOTOS” and together with the Company, the “Parties”, and
each, a “Party”).


WHEREAS, the Company and GIOTOS entered into that
certain Stock Purchase Agreement dated June 28, 2012 (the “Assignment Agreement”),
and into that certain Amendment to the Assignment of Patents dated April 10,
2013 (the “Amendment Agreement”), and into that certain Closing Agreement dated
on April 12, 2013 (the “Closing Agreement” and together with the “Assignment
Agreement”, the “Amendment Agreement”, the “Assignment”), whereby the Company issued
treasury shares of its common stock to GIOTOS, and GIOTOS assigned to the
Company certain patent rights and other related business processes and know-how
related to the IFLOR Stimulating Massage Device (collectively, the “IFLOR
Business”) to the Company. The Company did not record any carrying value for
the IFLOR Business, as both Parties were majority owned and controlled by Mr.
Bertoli.


WHEREAS, the Company has developed certain
additional assets related to the IFLOR Business, as set forth on Schedule 2
attached hereto (collectively, the “Additional IFLOR Business”; the Additional
IFLOR Business together with the IFLOR Business and Intellectual Property, the
“IFLOR Asset”);


WHEREAS, the Company is the sole owner of the
IFLOR Asset;


WHEREAS, the Company wishes to sell, assign,
transfer, convey and deliver the IFLOR Asset to GIOTOS in exchange for the
consideration described herein; and


WHEREAS, GIOTOS wishes to acquire the IFLOR Asset
in exchange for the consideration and in accordance with the terms and
conditions herein.


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:


1.              
Definitions.  In addition to the terms defined elsewhere
in this Agreement, for all purposes of this Agreement, the following terms have
the meanings set forth in this Section 1:


1.1.         
“Affiliate” means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 144 under the Securities Act.  With respect to GIOTOS, any investment fund or
managed account that is managed on a discretionary basis by the same investment
manager as GIOTOS will be deemed to be an Affiliate of GIOTOS.









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1.2.         
“Claims” means all claims and causes of action, with respect to any
Intellectual Property, whether accruing before, on or after the date hereof,
including all rights to and claims for damages, restitution and injunctive
relief for past, present and future infringement, dilution, misappropriation,
violation, misuse, breach or default, with the right but no obligation to sue
for such legal and equitable relief and to collect, or otherwise recover, any
such damages.


1.3.         
“Confidential Information” means all information, written or unwritten
in any form, including notes, pictures, videos, lab records, test results,
journals, software and firmware (including source code, object code,
application programming interfaces and architecture), files, records,
schematics, computerized databases and other related specifications and
documentation related to or associated with the IFLOR Business, Patent Rights
or Additional IFLOR Business.


1.4.         
“Governmental Authority” means any federal, state, local or foreign
government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization
or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or
authority have the force of law), or any arbitrator, court or tribunal of
competent jurisdiction.


1.5.         
“Intellectual Property” means all the Patent Rights, Trade Secrets,
Confidential Information, and Claims, and includes all rights, interests and
protections that are associated with, similar to, or required for the exercise
of, any of the foregoing, however arising, pursuant to the laws of any
jurisdiction throughout the world, whether registered or unregistered.


1.6.         
“Liens” means a lien, charge, security interest, encumbrance, right of
first refusal, preemptive right or other restriction. 


1.7.         
“Patent Rights” means the patents, patent applications and any other
patent rights set forth in Schedule I hereto and all issuances, reissues,
divisionals, provisionals, continuations and continuations-in-part,
re-examinations, renewals, substitutions and extensions thereof, patent
applications, and other patent rights and any other Governmental
Authority-issued indicia of invention ownership (including inventor’s
certificates, petty patents and patent utility models).


1.8.         
“Person” means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind.


1.9.         
“Trade Secrets” means all inventions, discoveries, trade secrets,
business and technical information and know-how, databases, data collections,
formula, research, findings, advancements of technology and other confidential
and proprietary information and all rights therein
related to or associated with the technology covered by or relating to the IFLOR
Business, Patent Rights or Additional IFLOR Business.







2




 










 








 










2.              
Purchase and Sale of Seller Intellectual Property. Subject to
the terms and conditions set forth herein, at the Closing, the Company shall
sell, assign, transfer, convey and deliver to GIOTOS, and GIOTOS shall purchase
from the Company, free and clear of any Liens, all of the Company’s right,
title and interest in, to and under all of the IFLOR Asset. At the Closing, the
Company shall assign to GIOTOS the IFLOR Asset pursuant to the Patent Rights
and Intellectual Property Assignment Agreement, in the form attached hereto as Exhibit
“A” (the “Patent Rights Assignment”).


3.              
Purchase Price. The total aggregate purchase price (the
“Purchase Price”) for the IFLOR Asset shall be Ten Million Forty Thousand (10,040,000)
shares of the common stock of the Company (the “Shares”). The portion of the Purchase
Price allocated as consideration for the IFLOR Business shall be Nine Million Six
Hundred Fifteen Thousand Five Hundred (9,615,500) Shares, and the portion of
the Purchase Price allocated as consideration for the Additional IFLOR Business
shall be Four Hundred Twenty Four Thousand Five Hundred (424,500) Shares. The
Shares constituting the Purchase Price shall be transferred and delivered at
the Closing.


4.              
Closing and Conditions to Closing. 


4.1.         
Closing. The closing of this Agreement shall take place simultaneously
with the execution of this Agreement, by the electronic exchange of the
executed documents, or at such other time and place as the Company and GOITOS mutually
agree upon, orally or in writing (the “Closing”).


4.2.         
Delivery By GIOTOS. At the Closing, GIOTOS shall deliver to the
Company (i) an executed copy of this Agreement; (ii) necessary documents
authorizing the irrevocable transfer of the Shares to the Company; and (iii)
the certificate evidencing the Shares.


4.3.         
Delivery By the Company. At the Closing, the Company shall
deliver to GIOTOS (i) an executed copy of this Agreement; and (ii) an executed
copy of the Patent Rights Assignment.


5.              
Representations And Warranties Of GIOTOS. GIOTOS hereby
represents and warrants to the Company as of the date hereof the following:


5.1.         
Organization; Authority. GIOTOS is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to
enter into and to consummate this Agreement and otherwise to carry out its
obligations hereunder and thereunder. The execution, delivery and performance
by GIOTOS of this Agreement and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of GIOTOS. 
This Agreement has been duly executed by GIOTOS, and when delivered by GIOTOS
in accordance with the terms hereof, will constitute
the valid and legally binding obligation of GIOTOS, enforceable against it in
accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.







3




 










 








 










5.2.         
Title and Encumbrances. GIOTOS is sole and beneficial owner of
record of the Shares free and clear of all Liens, encumbrances, security
agreements, equities, options, claims, charges, restrictions, except for the Assignment,
and no other Person has any interest therein, including any security interest,
Lien, claim of title, or other right to possess, own, claim, foreclose upon, or
assert any interest in the Shares.


6.              
Other Agreements Of The Parties.


6.1.         
  Securities Laws Disclosure; Publicity. The Company shall issue a Current Report on Form 8-K, disclosing the material terms of this
Agreement and filing this Agreement as an exhibit thereto.  GIOTOS shall not
issue a press release or otherwise make any such public statement with respect
to this Agreement without the prior consent of the Company. 


6.2.         
Release of GIOTOS.  The Company does hereby remise, release,
acquit and forever discharge GIOTOS and its owners, officers, directors,
employees, agents, Affiliates, advisors and attorneys (collectively, the “GIOTOS
Released Parties”) of and from all manner of actions, causes of action, suits,
debts, covenants, accounts, trespasses, contracts, agreements, damages,
judgments, liabilities, losses, costs, expenses, and claims of any nature whatsoever,
in law or equity, whether or not now or hereafter known, suspected or claimed,
which the Company ever had, now has, or which he hereafter can, shall or may
have or allege against GIOTOS or the GIOTOS Released Parties upon or by reason
of any matter, cause or thing from the beginning of the world to the date
hereof related to the Assignment.


6.3.         
Release of the Company.  GIOTOS does hereby remise, release,
acquit and forever discharge the Company and its shareholders, officers,
directors, employees, agents, Affiliates, advisors and attorneys (collectively,
the “Company Released Parties”) of and from all manner of actions, causes of
action, suits, debts, covenants, accounts, trespasses, contracts, agreements,
damages, judgments, liabilities, losses, costs, expenses, and claims of any
nature whatsoever, in law or equity, whether or not now or hereafter known,
suspected or claimed, which GIOTOS ever had, now has, or which it hereafter
can, shall or may have or allege against the Company or the Company Released
Parties upon or by reason of any matter, cause or thing from the beginning of
the world to the date hereof related to the Assignment, the IFLOR Asset, or GIOTOS’s
ownership or investment in the Company.









4




 










 







 



7.               Miscellaneous. 


7.1.          Fees and Expenses.  The Parties shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


7.2.          Entire Agreement.  This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.


7.3.          Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the 2nd Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as follows:


The Company:             HPIL Holding


7075 Gratiot Road, Suite One


                                                            Saginaw, Michigan 48609 (USA)


                                                            Attn: Nitin Amersey, CFO


                        GIOTOS:                     GIOTOS Limited


                                                            57-61 Market Place


                                                            Cannock-Staffordshire WS11-1BP England


                                                            Attn: Louis Bertoli, President & CEO


7.4.          Amendments; Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.




5


 









 









 








7.5.         
Headings.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


7.6.         
Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of GIOTOS (other than
by merger). GIOTOS may assign any or all of its rights under this Agreement to any Person to whom GIOTOS assigns or transfers any Securities, provided such transferee
agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to GIOTOS.


7.7.         
No Third-Party Beneficiaries.  This Agreement is intended for the
benefit of the Parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth herein.


7.8.         
Governing Law.  All questions concerning the construction,
validity, enforcement and interpretation of the Transaction Documents shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Nevada (USA), without regard to the principles of conflicts of law
thereof.


7.9.         
Survival.  The representations and warranties contained herein
shall survive the Closing and the delivery of the Shares.


7.10.       Execution. 
This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both the Parties need not sign the same
counterpart.  


7.11.       Remedies. 
In addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, each of the Parties will be entitled to
specific performance under the Transaction Documents.  The Parties agree
that monetary damages may not be adequate compensation for any loss incurred by
reason of any breach of obligations contained in the Transaction Documents and
hereby agrees to waive and not to assert in any action for specific performance
of any such obligation the defense that a remedy at law would be adequate.


7.12.       Construction. 
The Parties agree that each of them and/or their respective counsel has
reviewed and had an opportunity to revise the Transaction Documents and,
therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto.


[Signatures
Appear On Following Page] 












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IN
 WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories, under seal, as of the
date first indicated above.


	
   

  	
  HPIL Holding, a Nevada (USA) corporation

   

  
	
   

  	
  By: /S/ Nitin Amersey                        

         Nitin Amersey, CFO

   

  




 


	
   

  	
  GIOTOS Limited, a United Kingdom limited company

   

  
	
   

  	
  By: /S/ Louis Bertoli                         

         Louis Bertoli, President & CEO

   

  




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









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SCHEDULE 1


Patent Rights




	
  No.

  	
  Country

  	
  Patent No. 

  	
  No.

  	
  Country

  	
  Patent No. 

  
	
  1

  	
  Albania

  	
  1117363 (*)

  	
  25

  	
  Luxembourg

  	
  1117363

  
	
  2

  	
  Australia

  	
  781667

  	
  26

  	
  Macedonia

  	
  1117363 (*)

  
	
  3

  	
  Austria

  	
  1117363

  	
  27

  	
  Mexico

  	
  232187 (*)

  
	
  4

  	
  Belgium

  	
  1117363

  	
  28

  	
  Monaco

  	
  1117363

  
	
  5

  	
  Brazil

  	
  PI0006971-0

  	
  29

  	
  Morocco

  	
  25234 (*)

  
	
  6

  	
  Bulgaria

  	
  P-63657 (*)

  	
  30

  	
  Netherlands

  	
  1117363

  
	
  7

  	
  Canada

  	
  2,345,653

  	
  31

  	
  New Zealand

  	
  510784

  
	
  8

  	
  China

  	
  ZL0080115732

  	
  32

  	
  Norway

  	
  319700 (*)

  
	
  9

  	
  Croatia

  	
  P20010242A (*)

  	
  33

  	
  Poland

  	
  194176

  
	
  10

  	
  Cyprus

  	
  1117363 (*)

  	
  34

  	
  Portugal

  	
  1117363 (*)

  
	
  11

  	
  Czech

  	
  PV2001-1116 (*)

  	
  35

  	
  Romania

  	
  1117363 (*)

  
	
  12

  	
  Denmark

  	
  1117363 (*)

  	
  36

  	
  Russia

  	
  2246925

  
	
  13

  	
  Finland

  	
  1117363 (*)

  	
  37

  	
  Singapore

  	
  79867

  
	
  14

  	
  France

  	
  1117363

  	
  38

  	
  Slovakia

  	
  PV0437 2001S (*)

  
	
  15

  	
  Germany

  	
  1117363

  	
  39

  	
  Slovenia

  	
  1117363 (*)

  
	
  16

  	
  Greece

  	
  1117363 (*)

  	
  40

  	
  South Africa

  	
  2001/2557

  
	
  17

  	
  Hungary

  	
  103981 (*)

  	
  41

  	
  South Korea

  	
  10 0716837

  
	
  18

  	
  India

  	
  207367

  	
  42

  	
  Spain

  	
  1117363

  
	
  19

  	
  Ireland

  	
  1117363

  	
  43

  	
  Sweden

  	
  1117363 (*)

  
	
  20

  	
  Israel

  	
  142290

  	
  44

  	
  Switzerland

  	
  1117363

  
	
  21

  	
  Italy

  	
  1117363

  	
  45

  	
  Turkey

  	
  TR200100914B

  
	
  22

  	
  Japan

  	
  4154711

  	
  46

  	
  Ukraine

  	
  2001-032119 (*)

  
	
  23

  	
  Latvia

  	
  1117363 (*)

  	
  47

  	
  United Kingdom

  	
  1117363

  
	
  24

  	
  Lithuania

  	
  1117363 (*)

  	
  48

  	
  U.S.A.

  	
  US 6,685,660 B1

  






(*) Lapsed.


 


 


 


 


 


 


 


 









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SCHEDULE 2


Additional IFLOR Business




	
  No.

  	
  Description

  
	
  1

  	
  Components
  - IFLOR Stimulating Massaging Device Standard Version;

  
	
  2

  	
  Samples
  NFR - IFLOR Stimulating Massaging Device Standard Version;

  
	
  3

  	
  Machinery
  - Counterweight for Vibration Mechanism IFLOR Stimulating Massaging Device;

  
	
  4

  	
  Graphic
  Designs - IFLOR Stimulating Massaging Device Standard Version;

  
	
  5

  	
  Mould
  1 Footprint - IFLOR Stimulating Massaging Device Standard Version;

  
	
  6

  	
  Study,
  Designs, and 3D Prototypes - IFLOR Stimulating Massaging Device Plus Version;

  
	
  7

  	
  Study
  and Feasibility - IFLOR Stimulating Massaging Device Production Plan.

  




















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EXHIBIT A




PATENT RIGHTS ASSIGNMENT








INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT


This
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“IP
Assignment”), dated as of December 9, 2015, is made by HPIL Holding
(“Seller”), a Nevada Corporation,
located at 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (USA), in
favor of GIOTOS Limited (“Buyer”), a
United Kingdom limited company, located at 57-61 Market Place,
Cannock-Staffordshire WS11-1BP England, the purchaser of certain assets of
Seller pursuant to an Asset Purchase and Sale Agreement between Buyer and Seller,
dated as of even date hereof (the “Asset Purchase
Agreement”). 


WHEREAS,
under the terms of the Asset Purchase Agreement, Seller has conveyed,
transferred and assigned to Buyer, certain assets, including certain
intellectual property of Seller, and has agreed to execute and deliver this IP
Assignment, for recording with the United States Patent and Trademark Office
and corresponding entities or agencies in any applicable jurisdictions;


NOW
THEREFORE, the parties agree as follows: 


Assignment. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller hereby irrevocably
conveys, transfers and assigns to Buyer, and Buyer hereby accepts, all of
Seller’s right, title and interest in and to the following (collectively, the “Assigned IP”): 


the patents and patent applications set forth on
Schedule 1 hereto and all issuances, divisions, continuations,
continuations-in-part, reissues, extensions, reexaminations and renewals
thereof (the “Patent Rights”); 


certain additional assets related to the Patents, as
set forth on Schedule 2 attached hereto (collectively, the “Additional IFLOR
Business”) and


all information, written or unwritten in any form,
including notes, pictures, videos, lab records, test results, journals,
software and firmware (including source code, object code, application
programming interfaces and architecture), files, records, schematics,
computerized databases and other related specifications and documentation
related to or associated with the Patent Rights or Additional IFLOR Business;


all inventions, discoveries, trade secrets, business
and technical information and know-how, databases, data collections, formula,
research, findings, advancements of technology and other confidential and
proprietary information and all rights therein related to or associated with
the technology covered by or relating to the Patent Rights or Additional IFLOR
Business;


all rights of any kind whatsoever of Seller accruing
under any of the foregoing provided by applicable law of any jurisdiction, by
international treaties and conventions and otherwise throughout the world; 









1




 










 








 








any and all royalties, fees,
income, payments and other proceeds now or hereafter due or payable with
respect to any and all of the foregoing; and


any and all claims and causes of action, with respect
to any of the foregoing, whether accruing before, on and/or after the date
hereof, including all rights to and claims for damages, restitution and
injunctive and other legal and equitable relief for past, present and future
infringement, dilution, misappropriation, violation, misuse, breach or default,
with the right but no obligation to sue for such legal and equitable relief and
to collect, or otherwise recover, any such damages.


Recordation and Further Actions. Seller hereby authorizes the
Commissioner for Patents in the United States Patent and Trademark Office and
the officials of corresponding entities or agencies in any applicable
jurisdictions to record and register this IP Assignment upon request by Buyer.
Following the date hereof, upon Buyer’s reasonable request, and at Buyer’s sole
cost and expense, Seller shall take such steps and actions, and provide such
cooperation and assistance to Buyer and its successors, assigns and legal
representatives, including the execution and delivery of any affidavits,
declarations, oaths, exhibits, assignments, powers of attorney, or other
documents, as may be reasonably necessary to effect, evidence or perfect the
assignment of the Assigned IP to Buyer, or any assignee or successor thereto.


Terms of the Asset Purchase Agreement. The parties hereto
acknowledge and agree that this IP Assignment is entered into pursuant to the
Asset Purchase Agreement, to which reference is made for a further statement of
the rights and obligations of Seller and Buyer with respect to the Assigned IP.
The representations, warranties, covenants, agreements and indemnities
contained in the Asset Purchase Agreement shall not be superseded hereby but
shall remain in full force and effect to the full extent provided therein. In
the event of any conflict or inconsistency between the terms of the Asset
Purchase Agreement and the terms hereof, the terms of the Asset Purchase
Agreement shall govern.


Counterparts. This IP Assignment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of
this IP Assignment delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an
original signed copy of this IP Assignment.


Successors and Assigns. This IP Assignment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


Governing Law. This IP Assignment and any claim, controversy,
dispute or cause of action (whether in contract, tort or otherwise) based upon,
arising out of or relating to this IP Assignment and the transactions
contemplated hereby shall be governed by, and construed in accordance with, the
laws of the United States and the State of Nevada, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Nevada or
any other jurisdiction).









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IN WITNESS WHEREOF, Seller has duly executed and delivered
this IP Assignment as of the date first above written.


	
   

  	
  HPIL Holding, a
  Nevada (USA) corporation

   

  
	
   

  	
  By: /S/ Nitin Amersey                        

         Nitin Amersey, CFO

   

  




AGREED TO AND ACCEPTED:


	
   

  	
  GIOTOS Limited, a
  United Kingdom limited company

   

  
	
   

  	
  By: /S/ Louis Bertoli                         

         Louis Bertoli, President & CEO

   

  




 












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Schedule 1


Patent rights




	
  No.

  	
  Country

  	
  Patent No. 

  	
  No.

  	
  Country

  	
  Patent No. 

  
	
  1

  	
  Albania

  	
  1117363
  (*)

  	
  25

  	
  Luxembourg

  	
  1117363

  
	
  2

  	
  Australia

  	
  781667

  	
  26

  	
  Macedonia

  	
  1117363
  (*)

  
	
  3

  	
  Austria

  	
  1117363

  	
  27

  	
  Mexico

  	
  232187
  (*)

  
	
  4

  	
  Belgium

  	
  1117363

  	
  28

  	
  Monaco

  	
  1117363

  
	
  5

  	
  Brazil

  	
  PI0006971-0

  	
  29

  	
  Morocco

  	
  25234
  (*)

  
	
  6

  	
  Bulgaria

  	
  P-63657
  (*)

  	
  30

  	
  Netherlands

  	
  1117363

  
	
  7

  	
  Canada

  	
  2,345,653

  	
  31

  	
  New
  Zealand

  	
  510784

  
	
  8

  	
  China

  	
  ZL0080115732

  	
  32

  	
  Norway

  	
  319700
  (*)

  
	
  9

  	
  Croatia

  	
  P20010242A
  (*)

  	
  33

  	
  Poland

  	
  194176

  
	
  10

  	
  Cyprus

  	
  1117363
  (*)

  	
  34

  	
  Portugal

  	
  1117363
  (*)

  
	
  11

  	
  Czech

  	
  PV2001-1116
  (*)

  	
  35

  	
  Romania

  	
  1117363
  (*)

  
	
  12

  	
  Denmark

  	
  1117363
  (*)

  	
  36

  	
  Russia

  	
  2246925

  
	
  13

  	
  Finland

  	
  1117363
  (*)

  	
  37

  	
  Singapore

  	
  79867

  
	
  14

  	
  France

  	
  1117363

  	
  38

  	
  Slovakia

  	
  PV0437
  2001S (*)

  
	
  15

  	
  Germany

  	
  1117363

  	
  39

  	
  Slovenia

  	
  1117363
  (*)

  
	
  16

  	
  Greece

  	
  1117363
  (*)

  	
  40

  	
  South
  Africa

  	
  2001/2557

  
	
  17

  	
  Hungary

  	
  103981
  (*)

  	
  41

  	
  South
  Korea

  	
  10
  0716837

  
	
  18

  	
  India

  	
  207367

  	
  42

  	
  Spain

  	
  1117363

  
	
  19

  	
  Ireland

  	
  1117363

  	
  43

  	
  Sweden

  	
  1117363
  (*)

  
	
  20

  	
  Israel

  	
  142290

  	
  44

  	
  Switzerland

  	
  1117363

  
	
  21

  	
  Italy

  	
  1117363

  	
  45

  	
  Turkey

  	
  TR200100914B

  
	
  22

  	
  Japan

  	
  4154711

  	
  46

  	
  Ukraine

  	
  2001-032119
  (*)

  
	
  23

  	
  Latvia

  	
  1117363
  (*)

  	
  47

  	
  United
  Kingdom

  	
  1117363

  
	
  24

  	
  Lithuania

  	
  1117363
  (*)

  	
  48

  	
  U.S.A.

  	
  US
  6,685,660 B1

  






(*) Lapsed.












4




 










 








 








Schedule 2


ADDITIONAL IFLOR BUSINESS




	
  No.

  	
  Description

  
	
  1

  	
  Components - IFLOR Stimulating Massaging Device Standard
  Version;

  
	
  2

  	
  Samples NFR - IFLOR Stimulating Massaging Device Standard
  Version;

  
	
  3

  	
  Machinery IFLOR Stimulating Massaging Device
  Counterweight Vibration Mechanism;

  
	
  4

  	
  Graphic Designs - IFLOR Stimulating Massaging Device
  Standard Version;

  
	
  5

  	
  Mould 1 Footprint - IFLOR Stimulating Massaging Device
  Standard Version;

  
	
  6

  	
  Study, Designs, and 3D Prototypes - IFLOR Stimulating
  Massaging Device Plus Version;

  
	
  7

  	
  Study Feasibility IFLOR Stimulating Massaging Device
  Production Plan;