TERMINATION
AND 


SHARE
CANCELLATION AGREEMENT


 


This
Termination and Share Cancellation Agreement (the “Agreement”) is entered into as of July 5, 2018 (the
“Effective Date”) by and between HypGen, Inc. (formerly, Mega Bridge, Inc.), a Nevada corporation (the
“Company”), and Brighton Capital, Ltd., with primary address at 1875 Century Park East Suite 700, Los
Angeles, California 90067 (the “Consultant”), with reference to the following:


 


WHEREAS,
Consultant and Company entered into a Consulting Agreement dated June 28, 2017 (the “Consulting Agreement”)
pursuant to which the Company agreed to pay Consultant certain monetary and equity compensation in consideration for services
to be performed by Consultant;


 


WHEREAS,
in connection with the Consulting Agreement, Company issued to Consultant (i) a Common Stock Purchase Warrant dated June 28, 2017
(the “Warrant”) to purchase up to 10,000,000 shares of Company common stock; and (ii) a Share Certificate
in the amount of 6,000,000 shares (the “6M Shares”) of Company common stock dated September 28, 2017
and represented by Share Certificate No. 1038 (the “Share Certificate”);


 


WHEREAS,
the parties desire to rescind and terminate the Consulting Agreement and Warrant, and cancel 5,500,000 of the 6M Shares and to
reissue to Consultant a new certificate reflecting the balance of the 6M Shares (“500,000 Shares”)


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each of Consultant and the Company, Consultant
and the Company hereby agree as follows:


 


1.              
Rescission and Termination of Agreements. As of the Effective Date, (i) the parties mutually agree to the rescission and
termination of the Consulting Agreement and Warrant; and (ii) none of the parties shall have any obligations to one another under
the Consulting Agreement or Warrant, except as to the 500,000 Shares which shall be deemed to have been issued to Consultant on
June 28, 2017 and the $50,000 cash payment made to Consultant pursuant to Section 4(a) of the Consulting agreement which the Consultant
earned as if the date of the Consulting Agreement.


 


2.               Cancellation
of 5,500,000 of the 6M Shares. As of the Effective Date, Consultant agrees that 5,500,000 of the 6M Shares is
cancelled. Within five (5) days after the Effective Date, Consultant shall deliver to the Company or its transfer agent the
Share Certificate representing the 6M Shares along with such stock powers covering the 6M Shares acceptable to the
Company's transfer agent and hereby irrevocably instructs the Company and the Company's transfer agent to cancel the
certificate for 6M Shares and to reissue a new certificate to Consultant for 500,000 shares as if issued on June 28, 2017. As
of the Effective Date, the 6M Shares will no longer be outstanding on the stock ledger of the Company and the Consultant
shall no longer have any interest in the 6M Shares except as to the 500,000 Shares which shall be deemed to have been issued
to Consultant on June 28, 2017.


 






    	 	 	 



     


    

 





3.              
Restrictions. In the event that the certificate contains a legend the Company will provide reasonably requested assistance
from Consultant for Consultant to have the legend removed at the Consultant’s costs.


 


4.              
Mutual Release. Except with respect to the obligations under this Agreement, the Company and Consultant hereby release
and discharge the other party from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees,
(including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which
either party has, or may have had, against the other party, whether or not apparent or yet to be discovered, or which may hereafter
develop, for any acts or omissions, including without limitation any acts or omissions related to or arising under the Consulting
Agreement and the Warrant and the Company and Consultant covenant not to sue the other party for any actions taken or failed to
be taken pursuant to the Consulting Agreement or the Warrant.


 


5.       Authority;
No Assignment. Each party represents and warrants to the other parties that it has not assigned or sold any of their rights
in or to the Consulting Agreement, and Consultant represents and warrants to the Company that it has not assigned or sold any
of its rights in or to the Warrant or 6M Shares or Share Certificate. Each party represents and warrants to the other party that
it has the authority to enter into and perform its obligations under this Agreement and that this Agreement is enforceable against
such party.


 


6.       Counterparts.
This Agreement may be executed in two or more counterparts and may be delivered by facsimile or electronic/PDF transmission,
each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 


7.
Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal
representatives, successors and assigns. In the event the Company is acquired, is a non-surviving party in a merger, or transfers
substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound
by the provisions of this Agreement. This Agreement can only be modified if mutually agreeable and in writing executed by both
parties.


 


8.
Severability. In the event that any term or provision of this Agreement is held invalid, void or unenforceable, then the
remainder of this Agreement will not be affected, impaired or invalidated, and each such term and provision of this Agreement
will be valid and enforceable to the fullest extent permitted by law.


 



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9.
Governing Law.  Regardless of the place of execution or performance, this Agreement and any related indemnification
and confidentiality agreements between the parties will be deemed made in California. All actions arising hereunder or in connection
herewith will fall under the exclusive jurisdiction and venue of the American Arbitration Association located in Los Angeles,
CA and each of the parties hereto hereby agrees to the personal jurisdiction and venue of said arbitrator. The parties hereto
agree to service of process by certified mail or receipted courier. Any right to trial by jury with respect to any claim or proceeding
related to or arising out of this engagement, or any transaction or conduct in connection herewith, is waived.


 


10.
Indemnification. Company will indemnify and defend Consultant and its officers, directors and employees against
any and all loss, liability, cost, damage and reasonable expense, including, without limitation, reasonable attorneys’ fees
and expenses or other professional fees and reasonable expenses which the Consultant may suffer or incur by reason of any action,
claim or proceeding brought against the Consultant, arising out of or relating in any way to this Termination and Share Cancellation
Agreement, the Consulting Agreement, the Warrant or any transaction or action or inaction by the Consultant to the Company, unless
such loss, liability, cost, damage or expense shall have been determined to have been caused by willful misconduct or gross negligence
of the Consultant. The provisions of this Section shall survive the termination of this Agreement.


 


	CONSULTANT:

         

        Brighton
        Capital Ltd.

         

         

        By:
        /s/ Jeffery B. Wollin

        Jeffery
        B. Wollin

         
	COMPANY:

         

        HypGen,
        Inc.

         

         

        By:
        /s/ Dr. McCoy Moretz

        Dr.
McCoy Moretz, CEO



 






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[Attached
Notary Acknowledgement]


 






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