HPIL HOLDING (HPIL) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Securities Purchase Agreement with GPL Ventures
LLC

On November 9, 2016, HPIL Holding (theCompany) entered into a
Securities Purchase Agreement (theSecurities Purchase Agreement)
with GPL Ventures, LLC (GPL). The Company and GPL also entered
into a Registration Rights Agreement dated November 9, 2016 (the
Registration Agreement, and together with the Securities Purchase
Agreement, the Agreements). to the Securities Purchase Agreement,
the Company, at its sole and exclusive option, may issue and sell
to GPL, from time to time as provided therein, and GPL would
purchase from the Company shares of the Companys common stock
(Shares) equal to a value of up to Five Million Six Hundred
Thousand Dollars ($5,600,000). to the Registration Agreement, the
Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and applicable state laws
with respect to all Shares issued in connection with the
Securities Purchase Agreement.

Subject to the terms and conditions of the Securities Purchase
Agreement, the Company, at its sole and exclusive option, may
issue and sell to GPL, and GPL shall purchase from the Company,
the Shares upon the Companys delivery of written notices to GPL.
The aggregate maximum amount of all purchases that GPL shall be
obligated to make under the Securities Purchase Agreement shall
not exceed $5,600,000. Once a written notice is received by GPL,
it shall not be terminated, withdrawn or otherwise revoked by the
Company. GPL is not obligated to purchase any Shares unless and
until the Company has registered the Shares to a registration
statement on Form S-1 (or on such other form as is available to
the Company), which is required to be effective within 11 months
of the execution of the Agreements.

to the Securities Purchase Agreement, each purchase of Shares
must be in an amount equal to at least One Hundred Thousand
Dollars ($100,000) and is capped at the lesser of (i) One Hundred
Seventy-Five Thousand Dollars ($175,000) or (ii) 200% of the
average daily trading volume as calculated to the Securities
Purchase Agreement. The purchase price per share for each
purchase of Shares to be paid by GPL shall be eighty percent
(80%) of the lowest trading price (or if there are no recorded
trades, the lowest closing price) during the Valuation Period (as
defined and calculated to the Securities Purchase Agreement).

Additionally, on November 9, 2016, the Company issued to GPL a
Convertible Promissory Note (the Note) in the principal amount of
$250,000 as payment of a commitment fee to induce GPL to enter
into the Agreements. The Note accrues interest at the rate of
five percent (5%) per annum and is due in full on or before July
30, 2017. The Note also prohibits prepayment of the principal.
GPL has the right to convert all or any portion of the note
balance at any time at a conversion price per share of
seventy-five percent (75%) of the lowest Trading Price during the
Valuation Period (as defined and calculated to the Note), which
is adjustable in accordance with the Note terms in the event
certain capital reorganization, merger, or liquidity events of
the Company as further described in the Note.

The Securities Purchase Agreement, Registration Agreement, and
Note contain other provisions customary to transactions of this
nature. The foregoing descriptions of the Securities Purchase
Agreement, Registration Agreement, and Note are qualified in
their entirety by reference to the Securities Purchase Agreement,
Registration Agreement, and Note, which are filed herewith as
Exhibits 10.1, 10.2 and 10.3 and incorporated herein by
reference.

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