(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
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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