ex101.htm


    Exhibit 10.1

    
 

    SUBSCRIPTION
AGREEMENT

     

    SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
page hereof between HyperSolar, Inc. (the “Company”), and the undersigned (the
“Subscriber”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of up
to 15,000,000 shares of common stock, par value $.001 per share (“Shares”);
and

     

    WHEREAS,
the Subscriber desires to purchase that number of Shares set forth on the
signature page hereof on the terms and conditions hereinafter set
forth.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
              I.  

            	
              SUBSCRIPTION FOR
      SHARES AND REPRESENTATIONS BY
SUBSCRIBER

            


    

     

    1.1 Subject
to the terms and conditions hereinafter set forth and in the Confidential
Offering Memorandum dated September 21, 2009 (such memorandum, together with all
amendments thereof and supplements and exhibits thereto, the “Memorandum”), the
Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company such number of Shares, and the Company agrees to sell to the Subscriber
as is set forth on the signature page hereof, at a per share price equal to
$0.10 per Share.  The purchase price is payable by personal or
business check or money order made payable to “HyperSolar, Inc.”
contemporaneously with the execution and delivery of this Agreement by the
Subscriber.  Subscribers may also pay the subscription amount by wire
transfer of immediately available funds as follows:

     

    Routing
Transit Number: 121000248

    Bank
Name: Wells Fargo Bank, N.A.

    801 South
Rancho Lane, #C3

    Las
Vegas, NV 89106

    Account
Number: 3394170645

    Account
Name: HyperSolar, Inc.

    SWIFT
Code (For International Wires Only): SWIFT Code – WFBIUS6S

     

    1.2 The
Subscriber recognizes that the purchase of the Shares involves a high degree of
risk including, but not limited to, the following: (a) the Company remains a
development stage business with limited operating history and requires
substantial funds in addition to the proceeds of the Offering; (b) an investment
in the Company is highly speculative, and only investors who can afford the loss
of their entire investment should consider investing in the Company and the
Shares; (c) the Subscriber may not be able to liquidate its investment; (d)
transferability of the Shares (sometimes hereinafter collectively referred to as
the “Securities”) is extremely limited; (e) in the event of a disposition, the
Subscriber could sustain the loss of its entire investment; (f) the Company has
not paid any dividends since its inception and does not anticipate paying any
dividends; and (g) the Company may issue additional securities in the future
which have rights and preferences that are senior to those of the Common
Stock.  Without limiting the generality of the representations set
forth in Section 1.5 below, the Subscriber represents that the Subscriber has
carefully reviewed the section of the Memorandum captioned “Risk
Factors.”

     

    
      
        
        

      

      
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    1.3 The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
the Subscriber’s responses to the questions contained in Article VII hereof, and
that the Subscriber is able to bear the economic risk of an investment in the
Shares.

     

    1.4 The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, including investment in securities that are non-listed, unregistered
and/or not traded on a national securities exchange nor on the Financial
Industry Regulatory Authority (“FINRA”) automated quotation system (“NASDAQ”),
or the Subscriber has employed the services of a “purchaser representative” (as
defined in Rule 501 of Regulation D), attorney and/or accountant to read all of
the documents furnished or made available by the Company both to the Subscriber
and to all other prospective investors in the Shares to evaluate the merits and
risks of such an investment on the Subscriber’s behalf; (b) the Subscriber
recognizes the highly speculative nature of this investment; and (c) the
Subscriber is able to bear the economic risk that the Subscriber hereby
assumes.

     

    1.5 The
Subscriber hereby acknowledges receipt and careful review of this Agreement, the
Memorandum (which includes the Risk Factors), including all exhibits thereto,
and any documents which may have been made available upon request as reflected
therein (collectively referred to as the “Offering Materials”) and hereby
represents that the Subscriber has been furnished by the Company during the
course of the Offering with all information regarding the Company, the terms and
conditions of the Offering and any additional information that the Subscriber
has requested or desired to know, and has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of the Offering.

     

    1.6 (a)           In
making the decision to invest in the Shares the Subscriber has relied solely
upon the information provided by the Company in the Offering
Materials.  To the extent necessary, the Subscriber has retained, at
its own expense, and relied upon appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Agreement and the
purchase of the Shares hereunder.  The Subscriber disclaims reliance
on any statements made or information provided by any person or entity in the
course of Subscriber’s consideration of an investment in the Shares other than
the Offering Materials.

     

    (b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale
of the Shares by the Company (or an authorized agent or representative thereof)
with whom the Subscriber had a prior substantial pre-existing relationship and
(ii) no Shares were offered or sold to it by means of any form of general
solicitation or general advertising, and in connection therewith, the Subscriber
did not (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or (B)
attend any seminar meeting or industry investor conference whose attendees were
invited by any general solicitation or general advertising.

     

    
      
        
        

      

      
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    1.7 The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated
hereby.

     

    1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the
United States Securities and Exchange Commission (the “SEC”) nor any state
regulatory authority since the Offering is intended to be exempt from the
registration requirements of Section 5 of the Securities Act pursuant to
Regulation D promulgated thereunder.  The Subscriber understands that
the Securities have not been registered under the Securities Act or under any
state securities or “blue sky” laws and agrees not to sell, pledge, assign or
otherwise transfer or dispose of the Securities unless they are registered under
the Securities Act and under any applicable state securities or “blue sky” laws
or unless an exemption from such registration is available.

     

    1.9 The
Subscriber understands that the Securities comprising the Shares have not been
registered under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act that depends, in part, upon the Subscriber’s
investment intention.  In this connection, the Subscriber hereby
represents that the Subscriber is purchasing the Securities for the Subscriber’s
own account for investment and not with a view toward the resale or distribution
to others.  The Subscriber, if an entity, further represents that it
was not formed for the purpose of purchasing the Securities.

     

    1.10 The
Subscriber understands that there is no public market for the Common Stock and
that no market may develop for any of such Securities.  The Subscriber
understands that even if a public market develops for such Securities, Rule 144
(“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
among other conditions, a one-year holding period prior to the resale (in
limited amounts) of securities acquired in a non-public offering without having
to satisfy the registration requirements under the Securities
Act.  The Subscriber understands and hereby acknowledges that the
Company is under no obligation to register any of the Securities under the
Securities Act or any state securities or “blue sky” laws other than as set
forth in Article V.

     

    1.11 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities that such Securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement.  The Subscriber is aware that the Company
will make a notation in its appropriate records with respect to the restrictions
on the transferability of such Securities. The legend to be placed on each
certificate shall be in form substantially similar to the
following:

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    
      
        
        

      

      
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    1.12 The
Subscriber understands that the Company will review this Agreement and is hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber; and it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part of
the Subscriber, to reject or limit any subscription, to accept subscriptions for
fractional Shares and to close the Offering to the Subscriber at any time and
that the Company will issue stop transfer instructions to its transfer agent
with respect to such Securities.

     

    1.13 The
Subscriber hereby represents that the address of the Subscriber furnished by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a
corporation or other entity.

     

    1.14 The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement and
to purchase the Shares.  This Agreement constitutes the legal, valid
and binding obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.

     

    1.15 If the
Subscriber is a corporation, partnership, limited liability company, trust,
employee benefit plan, individual retirement account, Keogh Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.

     

    1.16 The
Subscriber acknowledges that if he or she is a Registered Representative of a
FINRA member firm, he or she must give such firm the notice required by the
FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm in Section 7.4 below.

     

    1.17 The
Subscriber acknowledges that at such time, if ever, as the Securities are
registered (as such term is defined in Article V hereof), sales of the
Securities will be subject to state securities laws.

     

    
      
        
        

      

      
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    1.18 (a)           The
Subscriber agrees not to issue any public statement with respect to the
Subscriber’s investment or proposed investment in the Company or the terms of
any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or regulation.

     

    (b) The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company may
use the name of the Subscriber for any offering or in any registration statement
filed pursuant to Article V in which the Subscriber’s shares are
included.

     

    1.19 The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any sale
or distribution of the Securities by the Subscriber in violation of the
Securities Act or any applicable state securities or “blue sky” laws; or (b) any
false representation or warranty or any breach or failure by the Subscriber to
comply with any covenant made by the Subscriber in this Agreement (including the
Confidential Investor Questionnaire contained in Article VII herein) or any
other document furnished by the Subscriber to any of the foregoing in connection
with this transaction.

     

    


    
      	
              II.  

            	
              REPRESENTATIONS BY AND
      COVENANTS OF THE COMPANY

            


    

     

    The
Company hereby represents and warrants to the Subscriber that:

     

    2.1 Organization, Good Standing
and Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has full corporate power and authority to conduct its
business.

     

    2.2 Capitalization and Voting
Rights.  The Company has authorized 500,000,000 shares of
Common Stock, par value $.001 per share, of which 113,526,600 shares are
outstanding and 5,000,000 shares of preferred stock, par value $.001 per share,
of which 0 shares are outstanding as of the date hereof. Except as set forth in
the Offering Materials, there are no outstanding options, warrants, agreements,
convertible securities, preemptive rights or other rights to subscribe for or to
purchase any shares of capital stock of the Company.  Except as set
forth in the Offering Materials and as otherwise required by law, there are no
restrictions upon the voting or transfer of any of the shares of capital stock
of the Company pursuant to the Company’s Articles of Incorporation (the
“Articles of Incorporation”), By-Laws or other governing documents or any
agreement or other instruments to which the Company is a party or by which the
Company is bound.

     

    2.3 Authorization;
Enforceability.  The Company has all corporate right, power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby.  All corporate action on the part of the Company,
its directors and stockholders necessary for the (i) authorization execution,
delivery and performance of this Agreement by the Company; and (ii)
authorization, sale, issuance and delivery of the Securities contemplated hereby
and the performance of the Company’s obligations hereunder has been
taken.  This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy.  The Common
Stock, when issued and fully paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable.  The
issuance and sale of the Common Stock contemplated hereby will not give rise to
any preemptive rights or rights of first refusal on behalf of any person which
have not been waived in connection with this offering.

     

    
      
        
        

      

      
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    2.4 No Conflict; Governmental
Consents.

     

    (a) The
execution and delivery by the Company of this Agreement and the consummation of
the transactions contemplated hereby will not result in the violation of any
material law, statute, rule, regulation, order, writ, injunction, judgment or
decree of any court or governmental authority to or by which the Company is
bound, or of any provision of the Articles of Incorporation or By-Laws of the
Company, and will not conflict with, or result in a material breach or violation
of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a default under, any lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the Company
is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien upon any of the
properties or assets of the Company.

     

    (b) No
consent, approval, authorization or other order of any governmental authority is
required to be obtained by the Company in connection with the authorization,
execution and delivery of this Agreement or with the authorization, issue and
sale of the Shares, except such filings as may be required to be made with the
SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
regulatory authority.

     

    2.5 Licenses.  Except
as otherwise set forth in the Memorandum, the Company has sufficient licenses,
permits and other governmental authorizations currently required for the conduct
of its business or ownership of properties and is in all material respects in
compliance therewith.

     

    2.6 Litigation.  The
Company knows of no pending or threatened legal or governmental proceedings
against the Company which could materially adversely affect the business,
property, financial condition or operations of the Company or which materially
and adversely questions the validity of this Agreement or any agreements related
to the transactions contemplated hereby or the right of the Company to enter
into any of such agreements, or to consummate the transactions contemplated
hereby or thereby. The Company is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which could materially adversely affect the business,
property, financial condition or operations of the Company. There is no action,
suit, proceeding or investigation by the Company currently pending in any court
or before any arbitrator or that the Company intends to initiate.

     

    2.7 Disclosure.  The
information set forth in the Offering Materials as of the date hereof contains
no untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.

     

    
      
        
        

      

      
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    2.8 Investment
Company.  The Company is not an “investment company” within the
meaning of such term under the Investment Company Act of 1940, as amended, and
the rules and regulations of the SEC thereunder.

     

    2.9 Intellectual
Property.

     

    (i) To the
best of its knowledge, the Company owns or possesses sufficient legal rights to
all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of the rights of others.  Except as disclosed
in the Memorandum, there are no material outstanding options, licenses or
agreements of any kind relating to the foregoing proprietary rights, nor is the
Company bound by or a party to any material options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity other than such licenses or
agreements arising from the purchase of “off the shelf” or standard
products.  The Company has not received any written communications
alleging that the Company has violated or, by conducting its business as
presently proposed to be conducted, would violate any of the patents,
trademarks, service marks, trade names, copyrights or trade secrets or other
proprietary rights of any other person or entity.

     

    (ii) Except as
disclosed in the Memorandum, the Company is not aware that any of its employees
is obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with their duties to
the Company or that would conflict with the Company’s business as presently
conducted.

     

    (iii) Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as presently conducted, will, to the Company’s knowledge,
conflict with or result in a breach of the terms, conditions or provisions of,
or constitute a default under, any contract, covenant or instrument under which
any employee is now obligated.

     

    (iv) To the
Company’s knowledge, no employee of the Company, nor any consultant with whom
the Company has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating to
the right of any such individual to be employed by, or to contract with, the
Company because of the nature of the business conducted by the Company; and to
the Company’s knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent
contractors, will not result in any such violation.  The Company has
not received any written notice alleging that any such violation has
occurred.  Except as described in the Memorandum, no employee of the
Company has been granted the right to continued employment by the Company or to
any compensation following termination of employment with the Company except for
any of the same which would not have a material adverse effect on the business
of the Company.  The Company is not aware that any officer, key
employee or group of employees intends to terminate his, her or their employment
with the Company, nor does the Company have a present intention to terminate the
employment of any officer, key employee or group of employees.

     

    
      
        
        

      

      
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    2.10 Title to
Properties and Assets; Liens,
Etc.  The Company has good and marketable title to its
properties and assets, including the properties and assets reflected in the most
recent balance sheet included in the Financial Statements, and good title to its
leasehold estates, in each case subject to no mortgage, pledge, lien, lease,
encumbrance or charge, other than (a) those resulting from taxes which have not
yet become delinquent; (b) liens and encumbrances which do not materially
detract from the value of the property subject thereto or materially impair the
operations of the Company; and (c) those that have otherwise arisen in the
ordinary course of business.  The Company is in compliance with all
material terms of each lease to which it is a party or is otherwise
bound.

     

    2.11 Obligations to Related
Parties.  Except as described in the Memorandum, there are no
obligations of the Company to officers, directors, stockholders, or employees of
the Company other than (a) for payment of salary or other compensation for
services rendered, (b) reimbursement for reasonable expenses incurred on behalf
of the Company and (c) for other standard employee benefits made generally
available to all employees (including stock option agreements outstanding under
any stock option plan approved by the Board of Directors of the
Company).  Except as may be disclosed in the Memorandum, the Company
is not a guarantor or indemnitor of any indebtedness of any other person, firm
or corporation.

     

    
      	
              III.  

            	
              TERMS OF
      SUBSCRIPTION

            


    

     

    3.1 There is
no requirement that any minimum number of Shares be sold and therefore no escrow
will be established for subscription funds.  Subscription funds may be
deposited by the Company directly into its operating account for use as
described in this Confidential Offering Memorandum.

     

    3.2 Certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement will be prepared for delivery to the Subscriber within 30 days
following the Closing at which such purchase takes place. The Subscriber hereby
authorizes and directs the Company to deliver the certificates representing the
Common Stock purchased by the Subscriber pursuant to this Agreement directly to
the Subscriber’s residential or business address indicated on the signature page
hereto.

     

    
      	
              IV.  

            	
              CONDITIONS TO
      OBLIGATIONS OF THE
SUBSCRIBERS

            


    

     

    4.1 The
Subscriber’s obligation to purchase the Shares at the Closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to such
Closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:

     

    
      
        
        

      

      
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    (a) Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed
or complied with in all material respects.

     

    (b) No Legal Order
Pending.  There shall not then be in effect any legal or other
order enjoining or restraining the transactions contemplated by this
Agreement.

     

    (c) No Law Prohibiting or
Restricting Such Sale.  There shall not be in effect any law,
rule or regulation prohibiting or restricting such sale or requiring any consent
or approval of any person, which shall not have been obtained, to issue the
Securities (except as otherwise provided in this Agreement).

     

    


    
      	
              V.  

            	
              REGISTRATION
      RIGHTS

            


    

     

    5.1 Definitions.  As
used in this Agreement, the following terms shall have the following
meanings.

     

    (a) The term
“Holder” shall mean any person owning or having the right to acquire Registrable
Securities or any permitted transferee of a Holder.

     

    (b) The terms
“register,” “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or order of effectiveness of such
registration statement or document.

     

    (c) The term
“Registrable Securities” shall mean: (i) the Common Stock; and (ii) any other
shares of Common Stock with respect to which the Company has granted or may in
the future grant registration rights pursuant to separate agreements; provided,
however, that securities shall only be treated as Registrable Securities if and
only for so long as they (A) have not been disposed of pursuant to a
registration statement declared effective by the SEC; (B) have not been sold in
a transaction exempt from the registration and prospectus delivery requirements
of the Securities Act so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale; (C) are
held by a Holder or a permitted transferee of a Holder pursuant to Section 5.10;
and (D) may not be disposed of under Rule 144(b) under the Securities Act
without restriction.

     

    5.2 Piggy-Back
Registration.  The Holders will be entitled to “piggy-back”
registration rights of the shares of Common Stock on registration statements
(other than on Form S-8, S-4 or similar Forms) filed by the Company for certain
Shares purchase by the Holder (“Piggy-Back Rights”). Piggy-back Rights will
include the first 15,000 Shares purchased by the Holder plus 10% of all
additional Shares purchased by the Holder. The Company shall use its best
efforts to cause such Registration Statement to become effective as soon as
possible.

     

    5.3 Registration
Procedures.  Whenever required under this Article V to include
Registrable Securities in a Company registration statement, the Company shall,
as expeditiously as reasonably possible:

     

    
      
        
        

      

      
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    (a) Use best
efforts to cause such registration statement to become effective.

     

    (b) Prepare
and file with the SEC such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration
statement, as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement.

     

    (c) Make
available for inspection upon reasonable notice during the Company’s regular
business hours by each Selling Holder, any underwriter participating in any
distribution pursuant to such registration statement, and any attorney,
accountant or other agent retained by such Selling Holder or underwriter, all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any such Selling Holder, underwriter,
attorney, accountant or agent in connection with such registration
statement.

     

    (d) Furnish
to the Selling Holders such numbers of copies of a prospectus, including a
preliminary prospectus as amended or supplemented from time to time, in
conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.

     

    (e) Use best
efforts to register and qualify the securities covered by such registration
statement under such other federal or state securities laws of such
jurisdictions as shall be reasonably requested by the Selling Holders; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act.

     

    (f) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  Each Selling Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

     

    (g) Notify
each Holder of Registrable Securities covered by such registration statement, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, (i) when the registration statement or any post-effective
amendment and supplement thereto has become effective; (ii) of the issuance by
the SEC of any stop order or the initiation of proceedings for that purpose (in
which event the Company shall make every effort to obtain the withdrawal of any
order suspending effectiveness of the registration statement at the earliest
possible time or prevent the entry thereof); (iii) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose; and (iv) of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (h) Cause all
such Registrable Securities registered hereunder to be listed on each securities
exchange or quotation service on which similar securities issued by the Company
are then listed or quoted or, if no such similar securities are listed or quoted
on a securities exchange or quotation service, apply for qualification and use
best efforts to qualify such Registrable Securities for inclusion on the New
York Stock Exchange, American Stock Exchange or listing on a quotation system of
NASDAQ.

     

    (i) Provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and CUSIP number for all such Registrable Securities, in each case not
later than the effective date of such registration.

     

    (j) Cooperate
with the Selling Holders and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be sold, which certificates will not bear any restrictive legends;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall request at
least two business days prior to any sale of the Registrable Securities to the
underwriters.

     

    (k) In
connection with an underwritten offering, cause the officers of the Company to
provide reasonable assistance in the preparation of, any “road show”
presentation to potential investors as the managing underwriter may
determine.

     

    (l) Comply
with all applicable rules and regulations of the SEC.

     

    (m) If the
offering is underwritten and at the request of any Selling Holder, use its best
efforts to furnish on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (i) opinions dated such
date of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and the transfer agent for the Registrable
Securities so delivered, respectively, to the effect that such registration
statement has become effective under the Securities Act and such Registrable
Securities are freely tradable, and covering such other matters as are
customarily covered in opinions of issuer’s counsel delivered to underwriters
and transfer agents in underwritten public offerings and (ii) a letter dated
such date from the independent public accountants who have certified the
financial statements of the Company included in the registration statement or
the prospectus, covering such matters as are customarily covered in accountants’
letters delivered to underwriters in underwritten public offerings.

     

    5.4 Furnish
Information.  It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this Article V with
respect to the Registrable Securities of any Selling Holder that such Holder
shall furnish to the Company such information regarding the Holder, the
Registrable Securities held by the Holder, and the intended method of
disposition of such securities as shall be reasonably required by the Company to
effect the registration of such Holder’s Registrable Securities.

     

    5.5 Registration
Expenses.  The Company shall bear and pay all Registration
Expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to registration pursuant to Section 5.2
for each Holder, but excluding underwriting discounts and commissions relating
to Registrable Securities and excluding any professional fees or costs of
accounting, financial or legal advisors to any of the Holders.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.6 Underwriting
Requirements.  In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be
required under Section 5.2 to include any of the Holders’ Registrable Securities
in such underwriting unless they accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it (or by other
persons entitled to select the underwriters), and then only in such quantity as
the underwriters determine in their sole discretion will not jeopardize the
success of the offering by the Company.  If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein owned by each
selling stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders).  For purposes of the preceding
parenthetical concerning apportionment, for any selling stockholder who is a
holder of Registrable Securities and is a partnership or corporation, the
partners, retired partners and stockholders of such holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single “selling
stockholder,” and any pro-rata reduction with respect to such “selling
stockholder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
“selling stockholder,” as defined in this sentence.

     

    5.7 Delay of
Registration.  No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Article.

     

    5.8 Indemnification.  In
the event that any Registrable Securities are included in a registration
statement under this Article V:

     

    (a) To the
extent permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
“Violation”):  (i) any untrue statement of a material fact contained
in such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
by the Company of the Securities Act, the Exchange Act, or any rule or
regulation promulgated under the Securities Act, or the Exchange Act, and the
Company will pay to each such Holder, underwriter or controlling person, as
incurred, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
Section 5.8(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) To the
extent permitted by law, each Selling Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers, each person, if any,
who controls the Company within the meaning of the Securities Act, any
underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Securities Act, or the Exchange
Act, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section 5.8(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the
indemnity agreement contained in this Section 5.8(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that, in no
event shall any indemnity under this Section 5.8(b) exceed the greater of the
cash value of the (i) gross proceeds from the Offering received by such Holder
or (ii) such Holder’s investment pursuant to this Agreement as set forth on the
signature page attached hereto.

     

    (c) Promptly
after receipt by an indemnified party under this Section 5.8 of notice of the
commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5.8, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel selected by the indemnifying party and approved
by the indemnified party (whose approval shall not be unreasonably withheld);
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such
proceeding.  The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
5.8, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 5.8.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d) If the
indemnification provided for in this Section 5.8 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss,
liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the alleged omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

     

    (e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in an underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall
control.

     

    (f) The
obligations of the Company and Holders under this Section 5.8 shall survive the
completion of the Offering.

     

    5.9 Reports Under Securities
Exchange Act of 1934.  With a view to making available to the
Holders the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on Form S-3, the
Company agrees to:

     

    (a) make and
keep public information available, as those terms are understood and defined in
Rule 144, at all times after 90 days after the effective date of the
registration statement;

     

    (b) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

     

    (c) furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (ii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.

     

    5.10 Permitted
Transferees.  The rights to cause the Company to register
Registrable Securities granted to the Holders by the Company under this Article
V may be assigned in full by a Holder in connection with a transfer by such
Holder of its Registrable Securities if: (a) such Holder gives prior
written notice to the Company; (b) such transferee agrees to comply with the
terms and provisions of this Agreement; (c) such transfer is otherwise in
compliance with this Agreement; and (d) such transfer is otherwise effected
in accordance with applicable securities laws.  Except as specifically
permitted by this Section 5.10, the rights of a Holder with respect to
Registrable Securities as set out herein shall not be transferable to any other
Person, and any attempted transfer shall cause all rights of such Holder therein
to be forfeited.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              VI.  

            	
              LOCK-UP
      AGREEMENT

            


    

     

    6.1 The
Subscriber understands that the Company may file with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-1 (the
"Registration Statement") to register certain shares of the Company’s common
stock and to exercise its reasonable best efforts to cause the Registration
Statement to become effective. The Company may also request a broker-dealer to
file with FINRA to secure the listing or quotation of its Common Stock on the
Over the Counter Bulletin Board market maintained by FINRA.

     

    6.2 Pursuant
to Section 5.2 of this Agreement, the Subscriber has been granted piggy-back
registration rights for the first 15,000 Shares purchased plus 10% of all
additional Shares purchased in this Offering (the “Registration
Shares”).    Shares that Subscriber purchases in this
Offering that do not qualify as Registration Shares will be subject to the
lock-up provision in Section 6.3 below.

     

    6.3 As an
inducement to FINRA market makers to establish a public market for the common
stock, the Subscriber hereby agrees that from the date of the Confidential
Offering Memorandum and until one (1) year after the Registration Statement is
declared effective by the SEC, the Subscriber will not exercise any rights to
sell any unregistered shares of the Company's Common Stock as may be permitted
under SEC Rule 144.

     

    
      	
              VII.  

            	
              MISCELLANEOUS

            


    

     

    7.1 Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested, or
delivered by hand against written receipt therefor, addressed as
follows:

     

    if to the
Company, to it at:

    HyperSolar,
Inc.

    93-B
Castilian Drive,

    Santa
Barbara, CA 93117

    Attn:  Timothy
Young, CEO

    


    With a
copy to:

    


    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
NY 10006

    Attn:  Gregory
Sichenzia, Esq.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    if to the
Subscriber, to the Subscriber’s address indicated on the signature page of this
Agreement.

     

    Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.

     

    7.2 Except as
otherwise provided herein, this Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.

     

    7.3 Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns.  This Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.

     

    7.4 Upon the
execution and delivery of this Agreement by the Subscriber, this Agreement shall
become a binding obligation of the Subscriber with respect to the purchase of
Common Stock as herein provided, subject, however, to the right hereby reserved
by the Company to enter into the same agreements with other subscribers and to
add and/or delete other persons as subscribers.

     

    7.5 NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA
WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW.  IN THE
EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF
THE STATE OF NEVADA IN AND FOR CLARK COUNTY OF NEVADA OR THE FEDERAL COURTS FOR
SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID
VENUE.

     

    7.6 In order
to discourage frivolous claims the parties agree that unless a claimant in any
proceeding arising out of this Agreement succeeds in establishing his claim and
recovering a judgment against another party (regardless of whether such claimant
succeeds against one of the other parties to the action), then the other party
shall be entitled to recover from such claimant all of its/their reasonable
legal costs and expenses relating to such proceeding and/or incurred in
preparation therefor.

     

    7.7 The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.  If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    7.8 It is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.

     

    7.9 The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

     

    7.10 This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

     

    7.11 Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement, except (a) for the holders of
Registable Securities.

     

    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
              VIII.  

            	
              CONFIDENTIAL INVESTOR
      QUESTIONNAIRE

            


    

     

    8.1 The
Subscriber represents and warrants that he, she or it comes within one category
marked below, and that for any category marked, he, she or it has truthfully set
forth, where applicable, the factual basis or reason the Subscriber comes within
that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
KEPT STRICTLY CONFIDENTIAL.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.

     

    
      	
              Category
      A  

            	
              The
      undersigned is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with his or her spouse, presently
      exceeds $1,000,000.

            


    

    


    Explanation:  In
calculating net worth you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock
and securities.  Equity in personal property and real estate should be
based on the fair market value of such property less debt secured by such
property.

    


    
      	
              Category
      B  

            	
              The
      undersigned is an individual (not a partnership, corporation, etc.) who
      had an income in excess of $200,000 in each of the two most recent years,
      or joint income with his or her spouse in excess of $300,000 in each of
      those years (in each case including foreign income, tax exempt income and
      full amount of capital gains and losses but excluding any income of other
      family members and any unrealized capital appreciation) and has a
      reasonable expectation of reaching the same income level in the current
      year.

            


    

    


    
      	
              Category
      C  

            	
              The
      undersigned is a director or executive officer of the Company which is
      issuing and selling the Securities.

            


    

    


    
      	
              Category
      D  

            	
              The
      undersigned is a bank; a savings and loan association; insurance company;
      registered investment company; registered business development company;
      licensed small business investment company (“SBIC”); or employee benefit
      plan within the meaning of Title 1 of ERISA and (a) the investment
      decision is made by a plan fiduciary which is either a bank, savings and
      loan association, insurance company or registered investment advisor, or
      (b) the plan has total assets in excess of $5,000,000 or (c) is a self
      directed plan with investment decisions made solely by persons that are
      accredited investors. (describe
entity)

            


    

     

    
      	
              Category
      E  

            	
              The
      undersigned is a private business development company as defined in
      section 202(a) (22) of the Investment Advisors Act of 1940. (describe
      entity)

            


    

     

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    


    


    


    
      	
              Category
      F  

            	
              The
      undersigned is either a corporation, partnership, California or Nevada?
      business trust, or non-profit organization within the meaning of Section
      501(c)(3) of the Internal
      Revenue Code, in each case not formed for the specific purpose of
      acquiring the Common Stock and with total assets in excess of $5,000,000.
      (describe entity)

            


    

     

    
      	
              Category
      G  

            	
              The
      undersigned is a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, where the
      purchase is directed by a “sophisticated investor” as defined in
      Regulation 506(b)(2)(ii) under the
Act.

            


    

     

    
      	
              Category
      H  

            	
              The
      undersigned is an entity (other than a trust) in which all of the equity
      owners are “accredited investors” within one or more of the above
      categories.

            


    

     

    


    


    The
undersigned agrees that the undersigned will notify the Company at any time on
or prior to the Closing Date in the event that the representations and
warranties in this Agreement shall cease to be true, accurate and
complete.

     

    8.2 SUITABILITY (please
answer each question)

     

    (a)           For
an individual Subscriber, please describe your current employment, including the
company by which you are employed and its principal business:

     

      
        

      

    

    


    
      
 

    (b)           For
an individual Subscriber, please describe any college or graduate degrees held
by you:

     

    
      

    

     

    
      

    

     

    (c)           For
all Subscribers, please list types of prior investments:

     

    
      
 

    
      
 

    (d)           For
all Subscribers, please state whether you have participated in other private placements
before:

     

    YES_______                                           NO_______

     

    


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


     

    (e)           If
your answer to question (d) above was “YES”, please indicate frequency of such
prior participation in private placements
of:

     

    
      	 
      	
              Public

              Companies

            	
              Private

              Companies

            
	
              Frequently

            	 
      	 
      
	
              Occasionally

            	 
      	 
      
	
              Never

            	 
      	 
      


    

    


    (f)           For
individual Subscribers, do you expect your current level of income to
significantly decrease in the foreseeable future:

     

    YES_______                                           NO_______

    (g)           For
trust, corporate, partnership and other institutional Subscribers, do you expect
your total assets to significantly decrease in the foreseeable
future:

     

    YES_______                                           NO_______

    (h)           For
all Subscribers, do you have any other investments or contingent liabilities
which you reasonably anticipate could cause you to need sudden cash requirements
in excess of cash readily available to you:

     

    YES_______                                           NO_______

     

    (i)           For
all Subscribers, are you familiar with the risk aspects and the non-liquidity of
investments such as the securities for which you seek to subscribe?

     

    YES_______                                           NO_______

    (j)           
For all Subscribers, do you understand that there is no guarantee of financial
return on this investment and that you run the risk of losing your entire
investment?

     

    YES_______                                           NO_______

    8.3 MANNER IN WHICH TITLE IS TO
BE HELD.  (circle one)

     

    (a)           Individual
Ownership

    (b)           Community
Property

    (c)           Joint
Tenant with Right of Survivorship (both parties must sign)

    (d)           Partnership*

    (e)           Tenants
in Common

    (f)           Company*

    (g)           Trust*

    (h)           Other*

    *If
Securities are being subscribed for by an entity, the attached Certificate of
Signatory must also be completed.

     

    8.4 FINRA
AFFILIATION.

     

    Are you
affiliated or associated with a FINRA member firm (please check
one):

    Yes
_________                                           No
__________

    If Yes,
please describe:

    _____________________________________________________________________________________

    _____________________________________________________________________________________

    _____________________________________________________________________________________

    


    *If
Subscriber is a Registered Representative with a FINRA member firm, have the
following acknowledgment signed by the appropriate party:

     

    The
undersigned FINRA member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

     

    _________________________________

    Name of
FINRA Member Firm

    


    By:
______________________________

    Authorized Officer

    


    Date:
____________________________

    


    8.5 The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
contained in this Article VII and such answers have been provided under the
assumption that the Company will rely on them.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    


     

    
    

    NUMBER OF SHARES
__________ X $0.10 = $__________ (the “Purchase Price”)

     

    
      	 	 	 
	Signature 	 	Signature (if
      purchasing jointly)
	 	 	 
	 	 	 
	Name Typed or
      Printed 	 	Name Typed or
      Printed
	 	 	 
	 	 	 
	Title (if Subscriber
      is an Entity)   	 	Title (if Subscriber
      is an Entity)
	 	 	 
	 	 	 
	Entity Name (if
      applicable)	 	Entity Name (if
      applicable)
	 	 	 
	 	 	 
	Address  	 	Address
	 	 	 
	 	 	 
	City, State and Zip
      Code 	 	City, State and Zip
      Code
	 	 	 
	 	 	 
	Telephone-Residence 	 	Telephone-Residence
	 	 	 
	 	 	 
	Facsimile-Residence  	 	Facsimile-Residence
	 	 	 
	 	 	 
	Telephone-Business   	 	Telephone-Business
	 	 	 
	 	 	 
	Facsimile-Business 	 	Facsimile-Business
	 	 	 
	 	 	 
	Email 	 	Email
	 	 	 
	 	 	 
	Tax ID # or Social
      Security # 	 	Tax ID # or Social
      Security #
	 	 	 


    

     

      

                                                                              

    Name
in which securities should be
issued:                                                                           

    


    


    Dated:                       , 2009

    


    This
Subscription Agreement is agreed to and accepted as of ________________ ,
2009.

     

    HyperSolar, Inc.

    


    By:
____________________________________

    Name:  Timothy
Young

    Title:    President and
CEO                                                      


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    CERTIFICATE
OF SIGNATORY

    


    (To be
completed if Shares are

    being
subscribed for by an entity)

    


    


    I,
____________________________, am the ____________________________ of
__________________________________________ (the “Entity”).

    


    I certify
that I am empowered and duly authorized by the Entity to execute and carry out
the terms of the Subscription Agreement and to purchase and hold the Common
Stock, and certify further that the Subscription Agreement has been duly and
validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.

    


    IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________,
2009

    


    


    _______________________________________

    (Signature)

    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    22