Exhibit 10.1


 


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of November 17th, 2022, by and between SUNHYDROGEN, INC., a Nevada corporation
(the “Company”), and GHS Investments, LLC, a Nevada limited liability company (the “Investor”).


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company,
up to Forty-five Million Dollars ($45,000,000) of the Company’s registered common stock, $0.001 par value per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


 


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 Company and the Investor hereby agree as follows:


 


 1. CERTAIN DEFINITIONS.




 


For purposes of this Agreement, the following terms shall
have the following meanings:


 


(a) “Available
Amount” means, initially, Forty Five Million Dollars ($45,000,000) in the aggregate, which amount shall be reduced by the Purchase
Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


 


 (b) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.




 


(c) “Base
Prospectus” means the Company’s final base prospectus, dated February 3, 2021, a preliminary form of which is included
in the Registration Statement, including the documents incorporated by reference therein.


 


(d)
“Business Day” means any day on which the Principal Market is open for trading, including any day on which the Principal
Market is open for trading for a period of time less than the customary time.


 


(e) “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(f)
“DTC” means The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


(g)
“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable
and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program
hereafter adopted by DTC performing substantially the same function.


 


(h)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.





 






     


    


    

 


(i)
“Initial Prospectus Supplement” means the prospectus supplement of the Company relating to the Purchase Shares, including
the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities
Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.


 


(j)
“Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document,
(ii) the results of operations, assets, business or financial condition of the Company, other than any material adverse effect that resulted
exclusively from (A) any change in the United States or foreign economies or securities or financial markets in general that does not
have a disproportionate effect on the Company taken as a whole, (B) any change that generally affects the industry in which the Company
operates that does not have a disproportionate effect on the Company, (C) any change arising in connection with earthquakes, hostilities,
acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war,
sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its
or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable
laws or accounting rules that does not have a disproportionate effect on the Company, or (F) any change resulting from compliance with
terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of
determination.


 


(k)
“Maturity Date” means the fourteen-month anniversary of the date of this Agreement or January 17, 2024.


 


(l)
“Person” means an individual or entity including but not limited to any limited liability company, partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


 


(m)
“Principal Market” means the OTC Pink (or any nationally recognized successor thereto); provided, however, that in
the event the Company’s Common Stock is ever listed or traded on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq
Global Select Market, the New York Stock Exchange, the NYSE American, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or
any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or
exchange on which the Company’s Common Stock is then listed or traded


 


(n)
“Prospectus” means the Base Prospectus, as supplemented from time to time by any Prospectus Supplement (including
the Initial Prospectus Supplement), including the documents and information incorporated by reference therein.


 


(o)
“Prospectus Supplement” means any prospectus supplement to the Base Prospectus (including the Initial Prospectus Supplement)
filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection with the transactions contemplated by this Agreement,
including the documents and information incorporated by reference therein.


 


(p)
“Purchase Amount” means, with respect to any Purchase, the portion of the Available Amount to be purchased by the
Investor pursuant to Section 2 hereof.


 


(q)
“Purchase Date” means, with respect to a Purchase made pursuant to Section 2(a) hereof, the Business Day on
which the Investor receives a valid Purchase Notice in accordance with this Agreement.


 






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(r) “Purchase
Notice” means, with respect to a Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company
to the Investor, substantially in the form of Exhibit A hereto, directing the Investor to buy a specified amount of Purchase Shares
(subject to the Purchase Share limitations contained in Section 2(a) hereof) at the applicable Purchase Price for such Purchase in
accordance with this Agreement. Purchase Notices shall be delivered between 4PM through 11:59PM (Eastern Time). If the Investor
determines that the Purchase Notice is not compliant according to the terms of this Agreement, then the Investor shall notify the
Company with the basis for such determination of the non-compliance before 9:30AM (Eastern Time) on the next Business Day, and,
provided the Investor provides a valid basis for such non-compliance, the Purchase Notice shall be null and void. In the absence of
any such determination and valid basis for non-compliance, the Purchase Notice shall be deemed valid by 9:31AM (Eastern Time).


 


(s) “Purchase
Price” means, with respect to a Purchase made pursuant to Section 2(a) hereof, 90% of the lowest end-of-day VWAP during
the Valuation Period.


 


(t) “Registration
Statement” means the Company’s registration statement on Form S-3 (File No. 333- 252523), including the documents incorporated
by reference therein.


 


 (u) “SEC” means the U.S. Securities and Exchange Commission.




 


(v) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(w) “Settlement
Date” means the date on which the Company delivers the Purchase Shares to the Investor’s Broker, against the payment of
the Purchase Price by the Investor, which date will be one Business Day following the Valuation Period. If the Company fails to deliver
the Purchase Shares on the Settlement Date, then the Purchase Notice is automatically null and void.


 


(x) “Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, and each of the other agreements, documents,
certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and
thereby.


 


(y) “Transfer
Agent” means Worldwide Stock Transfer, LLC, or such other Person who is then serving as the transfer agent for the Company in
respect of the Common Stock.


 


(z) “Valuation
Period” means the five (5) consecutive Business Days immediately preceding the Purchase Date, including the Purchase Date.


 


(aa) “VWAP” means the
volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market.


 






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 2. PURCHASE OF COMMON STOCK.




 


Subject to the terms and conditions set
forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company,
Purchase Shares as follows:


 


(a) Sales
of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement”
and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement
Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase a minimum of one hundred thousand dollars ($100,000) and up to a maximum of two million
dollars ($2,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for
each Purchase Notice (subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”).
Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement.
If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice
shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds
the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor
shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however,
that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase
Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing)
to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the
Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five
(5) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase
Notices.





 


(b) Settlement
for Purchase Shares. On each Settlement Date, for each Purchase hereunder, the Company shall deliver a number of Purchase Shares equal
to 112.5% of the aggregate Purchase Amount for such Purchase divided by the Purchase Price per share for such Purchase, against payment
by the Investor to the Company of the Purchase Amount with respect to such Purchase (less documented deposit and clearing fees, if any),
as full payment for such Purchase Shares via wire transfer of immediately available funds. The Company shall not issue any fraction of
a share of Common Stock upon the any Purchase. If any issuance hereunder would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All Purchase Shares issued
hereunder will be DWAC Shares. All payments made under this Agreement shall be made in lawful money of the United States of America by
wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance
with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is
not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


 






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(c) Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and
the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares
of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act
and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates of more than 4.99%
of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written
or oral request of the Investor, the Company shall promptly (but not later than one Business Day) confirm orally or in writing to the
Investor the number of shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the
determinations required hereby and the application hereof. The Investor’s written certification to the Company of the applicability
of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the
applicability thereof and such result absent manifest error.


 


 3. INVESTOR’S REPRESENTATIONS AND WARRANTIES.




 


The Investor represents and warrants to
the Company as of the date hereof and as of the Commencement Date that:


 


(a) Organization,
Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.


 


(b) Investment
Purpose. The Investor is acquiring the Purchase Shares as principal for its own account for investment only and not with a view to
or for distributing or reselling such Purchase Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, has no present intention of distributing any of such Purchase Shares in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of
such Purchase Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting
the Investor’s right to sell the Purchase Shares at any time pursuant to the Registration Statement described herein or otherwise
in compliance with applicable federal and state securities laws). The Investor is acquiring the Purchase Shares hereunder in the ordinary
course of its business.


 


(c) Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated
under the Securities Act.


 


(d)
Information. The Investor understands that its investment in the Company and the Purchase Shares involves a high degree of risk
including without limitation the risks set forth in the Registration Statement. The Investor (i) is able to bear the economic risk of
an investment in the Purchase Shares including a total loss thereof, (ii) has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the proposed investment in the Purchase Shares, (iii) has had an opportunity
to ask questions of and receive answers from the officers of the Company concerning the financial condition and business of the Company
and others matters related to an investment in the Purchase Shares, and (iv) has had the opportunity to review the Registration Statement.
Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend
or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section 4 below.
The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Purchase Shares. The Investor acknowledges and agrees that the Company neither makes nor has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section
4 hereof.





 






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(e) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(f) No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of
the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common Stock.


 


 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




 


The Company represents and warrants to
the Investor as of the date hereof and as of the Commencement Date, that:


 


(a) Organization,
Good Standing. The Company is a corporation, validly existing and in good standing under the laws of Nevada.


 


(b) Authority.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company.


 


(c) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Purchase Shares
and the consummation by it of the transactions contemplated hereby party do not and will not conflict with or violate any provision of
the Company’s articles of incorporation or other organizational or charter documents. The Purchase Shares, upon issuance in accordance
with this Agreement, will be duly issued, fully paid, and nonassessable.


 


(d) Validity,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and is a valid and
binding agreement of the Company enforceable against the Investor in accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(e) Registration
Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The
Registration Statement was declared effective by order of the SEC on February 3, 2021. The Registration Statement is effective
pursuant to the Securities Act and available for the issuance of the Purchase Shares thereunder. No stop order suspending the
effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A
of the Securities Act against the Company or related to the offering of the Purchase Shares has been initiated or, to the knowledge
of the Company, threatened by the SEC. The “Plan of Distribution” section of the Prospectus permits the issuance of the
Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became
effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities
Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements
of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus
Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date,
complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to
statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the
Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the
requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the
Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company
of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company
hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in
non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its
effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act.


 






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 5. COVENANTS.




 


(a) Filing
of Current Report and Initial Prospectus Supplement. The Company agrees that it shall, within the time required under the Exchange
Act, file with the SEC a Current Report on Form 8-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company further agrees that it shall, within the
time required under Rule 424(b) under the Securities Act, file with the SEC the Initial Prospectus Supplement pursuant to Rule 424(b)
under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions of,
the Transaction Documents, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be
disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement, including, without limitation,
information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus. The Investor acknowledges
that it will be identified in the Initial Prospectus Supplement as an underwriter within the meaning of Section 2(a)(11) of the Securities
Act. The Investor shall furnish to the Company such information regarding itself, the Purchase Shares held by it and the intended method
of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the
Purchase Shares, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and
the Initial Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Current Report and the Initial Prospectus Supplement with the SEC.


 


(b) Listing/DTC.
The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and to comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal
Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common
Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor
copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal
Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably
believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report
or statement filed with the SEC and under the Exchange Act or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common
Stock can be transferred electronically as DWAC Shares.


 


(c) Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date
of termination of this Agreement as provided in Section 9, the Investor and its agents, representatives and affiliates shall not in
any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in
Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short
position with respect to the Common Stock.





 






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(d) Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the
dates and Purchase Amounts for each Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.


 


(e) Use
of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the Company.


 


 6. CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.




 


The right of the Company
hereunder to commence sales of Purchase Shares is subject to the satisfaction of each of the following conditions:


 


(a) The
Investor shall have executed each of the Transaction Documents Investor is a party to and delivered the same to the Company; and


 


 (b) No stop order with respect to the Registration Statement shall be pending or threatened by the SEC




 


 7. CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.




 


The obligation of
the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior
to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy
such conditions after the Commencement has occurred:


 


(a) The
Company shall have executed each of the Transaction Documents the Company is a party to and delivered the same to the Investor;


 


(b) The
Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended
by the SEC or the Principal Market and such suspension has not subsequently been cured;


 


(c) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and
warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made
at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date)
and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.;


 


(d) The
Registration Statement shall continue to be effective and no stop order with respect to the Registration Statement shall be pending or
threatened by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement
which is sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and
the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus
shall be current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus
Supplements required to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall
have been filed with the SEC within the applicable time periods prescribed for such filings under the Securities Act;


 


(e) The
Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue
Purchase Shares in accordance with this Agreement; and


 


 (f) No Event of Default has occurred and is continuing.


 






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 8. EVENTS OF DEFAULT.




 


An “Event of Default” shall be deemed to
have occurred at any time as any of the following events occurs:


 


(a) the
effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order or similar
order) or such Registration Statement (or the prospectus forming a part thereof) is unavailable to the Investor for issuance of or resale
of any or all of the Purchase Shares to be issued to the Investor under the Transaction Documents;


 


(b) the
suspension of the Common Stock from trading on the Principal Market for a period of two (2) Business Days, provided that the Company may
not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c) the
delisting of the Common Stock from the OTC Pink provided, however, that the Common Stock is not immediately thereafter trading on The
NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE American, or the
OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing);


 


(d) the
failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after the applicable
date on which the Investor is entitled to receive such Purchase Shares;


 


(e) the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could
have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues
for a period of at least five (5) Business Days;


 


(f) if
any Person or entity commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g) if
the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the
same become due;


 


(h) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the
Company; or


 


 (i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.




 


So long as an Event of Default has occurred and is continuing,
the Company shall not deliver to the Investor any Purchase Notice.


 


 9. TERMINATION




 


This Agreement may be terminated only as follows:


 


(a) If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 8(f), 9(g)
and 9(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth
below) without further action or notice by any Person.


 


(b) At
any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by
delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any
liability whatsoever of any party to any other party under this Agreement (except as set forth below).
The Company Termination Notice will be effective upon delivery by the Company.





 






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(c) This
Agreement shall automatically terminate on the date that the Company sells, and the Investor purchases the full Available Amount as provided
herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under
this Agreement (except as set forth below).


 


(d) This
Agreement shall automatically terminate if there is a change in control of the Company (50% or greater) or if there is a material change
in the operations of the Company which material change may include (but not be exclusive to) a change in the Company’s Board of
Directors or any Officers.


 


(e) If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any
party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


 


Except as set forth in Sections 9(a)
(in respect of an Event of Default under Sections 8(f), 8(g) and 8(h)), 9(c) and 9(d), any termination of
this Agreement pursuant to this Section 9 shall be effected by written notice from the Company to the Investor, or the Investor
to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants
of the Company and the Investor contained in Sections 3, 4, and 5 (excluding Section 5(b) and 5(c), hereof, and the
agreements and covenants set forth in Sections 8, 9 and 10 shall survive the execution and delivery of this Agreement
and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights
or obligations under (A) this Agreement with respect to any pending Purchases, and the Company and the Investor shall complete their respective
obligations with respect to any pending Purchases under this Agreement or (ii) be deemed to release the Company or the Investor from any
liability for intentional misrepresentation or willful breach of any of the Transaction Documents.


 


 10. MISCELLANEOUS.




 


(a) Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of
the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York, County of New York, for the adjudication of any dispute hereunder or
under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original signature.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.





 






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(d) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


(e) Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their
affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant
or undertaking with respect to such matters.


 


(f) Notices.
Any notices, consents 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 (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business
Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses for such communications shall be:


 


If to the Company:


 


SunHydrogen, Inc.


10 E. Yanonali, Suite 36


Santa Barbara, CA 93101


Telephone:
805-966-6566


E-mail:


Attention: Timothy Young


 


With a copy to (which shall not constitute
notice or service of process):


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 37th Floor


New York, New York
10036


Telephone: (212) 930-9700


E-mail: gsichenzia@srf.law


Attention: Gregory
Sichenzia


 


If to the Investor:


 


GHS Investments, LLC


420 Jericho Turnpike, Suite 102,


Jericho, NY 11753


Telephone:


E-mail:


Attention: 


 


or at such other address, email address
and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or
email account containing the time, date, and recipient facsimile number or email address, as applicable, or (C) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or email or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.





 






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(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(j) Further
Assurances. 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
consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


(k) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


(l) Enforcement
Costs. In the event of a dispute arising out of or relating to this Agreement, if a court of competent jurisdiction determines in
a final, non-appealable order that a party has breached this Agreement, then, in addition to any other available remedies, the non-breaching
party shall be entitled to, and the breaching party shall be liable for, the reasonable legal fees and expenses incurred by the non-breaching
party in connection with the dispute, including any appeals in connection therewith.


 


(m) Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement (i) may be amended other than by a written instrument
signed by both parties hereto and (ii) may be waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.





 






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IN WITNESS WHEREOF, the Investor
and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	SUNHYDROGEN, INC.
	 	 
	 	By: 	/s/ Timothy Young                          
	 	Name:	 Timothy Young
	 	Title: 	Chief Executive Officer
	 	 
	 	INVESTOR:
	 	 
	 	GHS INVESTMENTS, LLC
	 	 
	 	By: 	/s/ Mark Grober    
	 	Name:  	Mark Grober
	 	Title: 	Member



 












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EXHIBIT A


 


FORM OF PURCHASE NOTICE


 


_____________, 202_


 


To: GHS Investments, LLC


 


In accordance with Section 2 of the purchase agreement, dated
November , 2022 (the “Purchase Agreement”), between SunHydrogen, Inc. (the “Company”) and GHS Investments, LLC
(the “Investor”), the Company hereby provides notice to the Investor of a sale by the Company to the Investor of Purchase
Shares in the amount set forth in this Purchase Notice. Capitalized terms used herein have the meanings set forth in the Purchase Agreement.


 


Purchase Amount: $__________


Purchase
Price per share: $__________


Number of Purchase Shares: ___________________


 


	Very truly yours, 	 
	 	 
	SunHydrogen, Inc.	 
	 	 
	By:	                      	
	Name: 	 	 
	Title:	 	 



 


 


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