Exhibit 10.20


 


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of September 21, 2020, 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 Four Million Dollars ($4,000,000) 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, Four Million Dollars ($4,000,000) 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 July 8, 2020, 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 six month anniversary of the date of this Agreement or March 20, 2021.


  


(l) “Person”
means an individual or entity including but not limited to any limited liability company, a 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.


 


(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
deems that the Purchase Notice is not compliant according to the terms of this Agreement, then the Investor shall notify the Company
with details of the non-compliance before 9:30AM (Eastern Time) on the next Business Day, and the Purchase Notice shall be null
and void. Otherwise, the Purchase Notice shall be deemed valid by 9:31AM (Eastern Time).


 




    2


     


    

 


(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. 333-239632), 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 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.


 


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 $10,000 and up to a maximum of $400,000 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, and provided that, the Purchase Amount for any Purchase will not exceed two times the average of the daily trading
dollar volume of the Common Stock during the 10 Business Days preceding the Purchase Date), 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. The Company may not deliver more
than one Purchase Notice to the Investor every ten Business Days unless, from time to time, the Company and the Investor mutually
agree to different timing of the delivery Purchase Notices.


   




    3


     


    

 


(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.


 


(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.


 




    4


     


    

  


(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 July 8, 2020. 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.


 




    5


     


    

 


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.


    




    6


     


    

 


(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 Regular Purchase, Accelerated Purchase and Additional Accelerated 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 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 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. The Investor
shall have received a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to
the foregoing effect in the form attached hereto as Exhibit B;


 


(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.


    




    7


     


    

 


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 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 9(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.


 




    8


     


    

 


(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) 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, 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.


 


(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.


  




    9


     


    

 


(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:	tyoung@sunhydrogen.com

	 	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: Sarfraz Hajee



 


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.


 




    10


     


    

 


(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.


 




    11


     


    

 


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/ Sarfraz Hajee
	 	Name:	Sarfraz Hajee
	 	Title:	Member


 




     


     


    

 


EXHIBIT A


 


FORM OF PURCHASE NOTICE







 




     


     


    

 




EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE