NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


 


Amount:
$15,000


Date:
November 15, 2017


 


PROMISSORY
NOTE


 


HypGen
Inc., (hereinafter called the “Company”),
hereby promises to pay to the
order of GHS Investments, LLC, a Nevada Limited
Liability Company, or its registered assigns
(the “Holder”) the sum of $15,000 on August_14, 2018, (the "Maturity Date").


 


This
Note may not be prepaid in whole or in part
except as otherwise explicitly set forth herein.Following any Event of Default,
all amounts owing pursuant to this Note shall bear interest at
the rate of ten percent
(10%) per annum from the due date thereof until the same
is paid (“Default Interest”).
Interest shall be computed on the basis
of a 365-day year and the actual
number of days elapsed. All payments
due hereunder (to the extent not converted
into common stock) shall be made
in lawful money of the United States
of America.


 


All
payments shall be made at such address as
the Holder shall hereafter give to the
Company by written notice
made in accordance with the provisions
of this Note. Whenever any amount
expressed to be due by the terms
of this Note is due on any day which
is not a business day, the same shall instead
be due on the next succeeding
day which is a business day and, in
the case of any interest
payment date which is not the date on which this Note is paid
in full, the extension of the
due date thereof shall not be taken
into account for purposes of determining
the amount of interest due on such
date. As used in this Note, the term “business
day” shall mean any day other
than a Saturday, Sunday or a day on which
commercial banks in the city of New York, New York are authorized or required
by law or executive order to remain
closed. Each capitalized term used herein, and not otherwise defined, shall have
the meaning ascribed thereto in the supporting documents of same date (attached hereto).



    	 	1	 



    	 	 	 



    




 


This
Note is free from all taxes, liens, claims
and encumbrances with respect to the issue
thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Company
and will not impose personal
liability upon the holder thereof.


 


The
following terms shall apply to this Note:


 


ARTICLE
I. CONVERSION
RIGHTS


 


1.1             
Conversion Right. The Holder shall have
the right and at any time following the Maturity Date or an Event of Default
to convert all or any part of the
outstanding and unpaid principal amount
of this Note into fully paid and non- assessable shares of Common Stock, as
such Common Stock exists on the Issue Date,
or any shares of
capital stock or other securities of
the Company into which such Common Stock
shall hereafter be changed or reclassified
at the conversion price (the “Conversion Price”) determined as provided
herein (a “Conversion”); provided, however, that in no event
shall the Holder be entitled
to convert any portion
of this Note in excess of that portion
of this Note upon conversion of which
the sum of (1) the number of shares of Common Stock beneficially owned by
the Holder and its affiliates (other
than shares of Common Stock which may
be deemed beneficially owned through the ownership
of the unconverted portion of
the Notes or the unexercised or unconverted
portion of any other security of the Company subject
to a limitation on conversion or exercise
analogous to the limitations contained herein) and (2) the number of
shares of Common Stock issuable
upon the conversion of the portion of this Note with respect
to which the determination of
this proviso is being made, would result
in beneficial ownership by the
Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock. For
purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall
be determined in accordance with
Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and Regulations 13D-G
thereunder. The number of shares of
Common Stock to be issued upon each conversion
of this Note shall be determined
by dividing the Conversion Amount (as
defined below) by the applicable Conversion Price then in effect
on the date specified in the notice
of conversion, (the “Notice of Conversion”),
delivered to the Company by the
Holder in accordance with the Sections
below; provided that the Notice of Conversion
is submitted by facsimile
or e-mail (or by other
means resulting in, or reasonably expected to result
in, notice) to the Company before
6:00 p.m., New York, New York time on such
conversion date (the “Conversion Date”). Notwithstanding the foregoing, the term "4.99%" above shall
be replaced with "9.99%" following any Event of Default if the Holder, in its sole discretion and in writing, elects
to demand the replacement. If the term "4.99%" is replaced with "9.99%" pursuant to the preceding sentence,
such increase to "9.99%" shall remain at 9.99% until decreased by the Holder in writing.


 


The
number of shares of Common Stock to be
issued upon each conversion of this
Note shall be determined by
dividing the Conversion Amount (as defined
below) by the applicable Conversion Price
then in effect on the date specified
in the notice of conversion, (the “Notice
of Conversion”), delivered to the Company by
the Holder in accordance with the Sections below.



    	 	2	 



    	 	 	 



    




 


The
term “Conversion Amount” means,
with respect to any conversion
of this Note, the sum of (1)
the principal amount of this Note to be converted
in such conversion plus (2) at
the Company’s option, accrued and
unpaid interest, if any, on such principal
amount at the interest rates provided
in this Note to the Conversion
Date, plus (3) at the Company’s
option, Default Interest, if any,
on the amounts referred to in the immediately preceding clauses
(1) and/or


		(2)	plus
                                         (4) at the Holder’s
                                         option, any amounts owed to the Holder.



 


		1.2	Conversion
                                         Price.



 


(a)               
Calculation of Conversion Price.Following
the Maturity Date or any Event of Default, Holder, at its discretion, shall have the right to convert this Note in its entirety
or in part(s) into common stock of the Company valued at a twenty percent (20%) discount off of the average closing bid price
for the Company’s common stock during the five (5) trading days immediately preceding a conversion date, as reported by
Quotestream Media. Notwithstanding anything to the contrary contained herein, there shall exist a floor price of $.00005 on any
conversions pursuant to this Note ("Floor Price"). 


 


1.3             
Authorized Shares. The Company covenants
that during the period the conversion
right exists the Company will reserve
from its authorized and unissued
Common Stock a sufficient number of shares,
free from preemptive rights, to
provide for the issuance of Common Stock
upon the full conversion of this Note. The Company
is required at all times to have authorized and
reserved three times the number of shares
that is actually issuable upon full
conversion of the Note (based on the Conversion Price of the Notes
in effect from time to time)(the “Reserved
Amount”). The Reserved Amount shall
be increased from time to time in accordance
with the Company’s obligations. 


 


The
Company (i) acknowledges that
it will irrevocably instruct its transfer
agent to issue certificates for the Common Stock issuable
upon conversion of this Note, and (ii)
agrees that its issuance of this Note shall
constitute full authority to its officers and agents
who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates
for shares of Common Stock in accordance
with the terms and conditions of this Note.


 


If,
at any time
the Company does not maintain
the Reserved Amount it will be considered
an Event of Default as defined in this Note.


 


		1.4	Method
                                         of
                                         Conversion.



 


(a)               
Mechanics of Conversion.
This Note may be converted by the Holder,
in whole or in part, at any time following
the Maturity Date or
an Event of Default by submitting to the
Company a Notice
of Conversion (by
facsimile, e-mail or other
reasonable means of communication dispatched
on the Conversion Date prior to
6:00 p.m., New York, New York time).



    	 	3	 



    	 	 	 



    




 


(b)              
Surrender of
Note Upon Conversion.
Notwithstanding anything to the contrary set forth herein, upon conversion
of this Note in accordance with
the terms hereof, the Holder shall not
be required to physically surrender this Note to the
Company unless the entire unpaid principal
amount of this Note is so converted. The Holder and the Company shall
maintain records showing the principal amount so converted
and the dates of such conversions
or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon each
such conversion. In the event of any
dispute or discrepancy, such records of the Holder shall,
prima facie, be controlling and
determinative in the absence of manifest
error. The Holder and any assignee,
by acceptance of this Note,
acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion
of a portion of this Note,
the unpaid and unconverted principal amount of this Note represented
by this Note may be less
than the amount stated on the face hereof.


 


(c)               
Payment of
Taxes.
The Company shall not be
required to pay any tax
which may be payable in respect
of any transfer involved in the issue
and delivery of shares
of Common Stock or other securities or property on conversion
of this Note in a name other than that
of the Holder (or in street name), and
the Company shall not be required
to issue or deliver any such shares
or other securities or property
unless and until the person or persons (other
than the Holder or the custodian
in whose street name such shares are to be held
for the Holder’s account) requesting the issuance thereof
shall have paid to the Company the amount
of any such tax or shall have established
to the satisfaction of the Company
that such tax has been paid.


 


(d)              
Delivery of
Common Stock Upon Conversion. Upon
receipt by the Company
from the Holder of a facsimile
transmission or e-mail (or other reasonable means of communication)
of a Notice of Conversion meeting
the requirements for conversion as provided in this Section,
the Company shall issue and
deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Common Stock issuable
upon such conversion within three (3)
business days after such receipt (the “Deadline”) (and, solely
in the case of conversion of the entire
unpaid principal amount hereof, surrender of this Note) in accordance
with the terms hereof and the Purchase Agreement.
The Company will pay any and all legal, deposit and transfer agent fees that may be incurred or charged in connection with
the issuance of shares of the Company's Common Stock to the Holder arising out of or relating to the conversions of this Note.
The Company will pay any and all legal, deposit and transfer agent fees that may be incurred or charged in connection with the
issuance of shares of the Company's Common Stock to the Holder arising out of or relating to the conversions of this Note.


 


(e)               
Obligation of Company
to Deliver Common Stock.
Upon receipt by the Company
of a Notice of Conversion, the Holder shall be deemed to be the holder
of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid
interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under this
Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to
receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall
have given a Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates for
Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to
enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any
setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to
the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder
in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so
long as the Notice of Conversion is received by the Company before 6:00 p.m., New York, New York time, on such date.



    	 	4	 



    	 	 	 



    




 


(f)               
Delivery of
Common Stock by Electronic Transfer.In
lieu of delivering physical certificates
representing the Common Stock issuable upon conversion,
provided the Company is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”) program, upon request
of the Holder and its compliance
with the provisions contained in Section 1.1 and
in this Section 1.4, the Company shall use its best
efforts to cause its transfer
agent to electronically transmit the Common
Stock issuable upon conversion to the Holder
by crediting the account of Holder’s
Broker with DTC through its Deposit
Withdrawal Agent Commission (“DWAC”) system.


 


(g)              
Failure to Deliver Common Stock Prior
to Deadline.
Without in any way limiting the Holder’s
right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the Common Stock issuable
upon conversion of this Note is not delivered
by the Deadline the Company shall
pay to the Holder $2,000 per day in cash,
for each day beyond
the Deadline that the Company fails to deliver
such Common Stock. Such cash amount shall be paid
to Holder by the fifth
day of the month following the
month in which it has accrued or, at
the option of the Holder (by written notice
to the Company by the first day
of the month following the month in which
it has accrued), shall be added to the principal
amount of this Note, in which event
interest shall accrue thereon in accordance
with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note.
The Company agrees that the right to
convert is a valuable right to the Holder.
The damages resulting from a failure,
attempt to frustrate, interference with such
conversion right are difficult if not impossible to qualify.


Accordingly
the parties acknowledge that the liquidated
damages provision contained in this Section are justified. Any delay or failure
of performance by the Company hereunder shall be excused if and to the extent caused by Force Majeure. For purposes of this agreement,
Force Majeure shall mean a cause or event that is not reasonably foreseeable and not caused by the Company, including acts of
God, fires, floods, explosions, riots wars, hurricanes, etc.



    	 	5	 



    	 	 	 



    

 


1.5             
Concerning the Shares. The shares
of Common Stock issuable upon conversion
of this Note may not be sold or transferred
unless (i) such shares are sold pursuant to an effective registration statement under
the Act or (ii) the Company
or its transfer agent shall
have been furnished with an opinion
of counsel (which opinion shall be in
form, substance and scope customary for
opinions of counsel in comparable transactions)
to the effect that the shares
to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration
or (iii) such shares are sold or
transferred pursuant to Rule 144 under
the Act (or a successor rule) (“Rule
144”) or (iv) such shares are
transferred to an “affiliate” (as defined in Rule 144) of the
Company who agrees to sell
or otherwise transfer the shares only in accordance
with this Section 1.5 and who
is an Accredited Investor. Except as otherwise
provided herein (and subject to the removal
provisions set forth below), until such time as the shares of Common Stock
issuable upon conversion of
this Note have been registered under the Act
or otherwise may be sold pursuant
to Rule 144 without any restriction as to the number
of securities as of a particular date
that can then be immediately
sold, each certificate for shares of Common
Stock issuable upon conversion of this Note that has
not been so included in an
effective registration statement or that
has not been sold pursuant to
an effective registration statement or an
exemption that permits removal of the legend,
shall bear a legend substantially in the following
form, as appropriate:


 


“NEITHERTHEISSUANCEANDSALEOFTHE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIESARE
EXERCISABLEHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THEHOLDER),INAGENERALLYACCEPTABLEFORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.”


 


The
legend set forth above shall be removed
and the Company shall issue to the Holder
a new certificate therefore free of any
transfer legend if (i) the Company
or its transfer agent shall have received an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions,
to the effect that a public sale or transfer
of such Common Stock may be made
without registration under the Act,
which opinion shall be accepted by the
Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note,
such security is registered for sale by the
Holder under an effective registration statement filed under the Act or otherwise may
be sold pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately sold. In the event
that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S,
at the Deadline, it will be considered
an Event of Default pursuant to this note.



    	 	6	 



    	 	 	 



    




 


		1.6	Effect
                                         of
                                         Certain
                                         Events.



 


(a)               
Omit.


 


(b)               
Adjustment Due to Merger,
Consolidation, Etc.
If, at any
time when this Note is issued and outstanding
and prior to conversion of all
of the Notes, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization,
or other similar event, as a result
of which shares of Common Stock of the Company
shall be changed into the same or
a different number of shares
of another class or classes of
stock or securities of the Company
or another entity, or in case
of any sale or conveyance of all
or substantially all of the assets
of the Company other than in connection
with a plan of complete liquidation
of the Company, then the Holder of this
Note shall thereafter have the right
to receive upon conversion of this Note,
upon the basis and upon the terms
and conditions specified herein and in lieu
of the shares of
Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder
would have been entitled to receive
in such transaction had this Note
been converted in full immediately prior
to such transaction (without regard
to any limitations on conversion
set forth herein), and in any such case appropriate
provisions shall be made with respect
to the rights and interests of the Holder
of this Note to the end that the
provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note)
shall thereafter be applicable, as nearly as
may be practicable in relation
to any securities or assets thereafter deliverable
upon the conversion hereof. The Company
shall not affect any transaction described
in this Section 1.6(b) unless (a) it first
gives, to the extent practicable,
thirty (30) days prior written notice (but in any
event at least fifteen (15) days
prior written notice) of the record
date of the special meeting of shareholders to approve, or if there is no such
record date, the consummation of, such merger,
consolidation, exchange of shares,
recapitalization, reorganization or other similar event
or sale of assets (during which
time the Holder shall be entitled to
convert this Note) and (b) the resulting
successor or acquiring entity (if not
the Company) assumes by written
instrument the obligations of this Section
1.6(b). The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers
or share exchanges.


 (c)          
Adjustment Due to Distribution. If the
Company shall declare or make any distribution
of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by
way of return of capital
or otherwise (including any dividend
or distribution to the Company’s
shareholders in cash or shares (or rights
to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”),
then the Holder of this Note shall
be entitled, upon any conversion of
this Note after the date of record for
determining shareholders entitled to such Distribution,
to receive the amount of such
assets which would have been payable
to the Holder with respect to
the shares of Common Stock issuable
upon such conversion had such Holder been
the holder of such shares of Common Stock on the record
date for the determination of shareholders
entitled to such Distribution.


 


		(d)	Omit.



 


		(e)	Omit.
                                         .



 


(f)               
Notice of Adjustments.
Upon the occurrence of each
adjustment or readjustment of the Conversion Price
as a result of the events described in this Section
1.6, the Company, at its expense,
shall promptly compute such adjustment
or readjustment and prepare and furnish to the Holder
of a certificate setting forth such
adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment
is based. The Company shall,
upon the written request at any time of the Holder,
furnish to such Holder a like certificate
setting forth (i) such adjustment or readjustment, (ii) the Conversion
Price at the time in effect and


(iii)
the number
of shares of Common Stock and
the amount, if any, of other
securities or property which at the time would be received
upon conversion of the Note.


 


		1.7	Omit.



 


1.8             
Status as Shareholder. Upon submission
of a Notice of Conversion by a Holder,
(i) the shares covered thereby (other than the shares,
if any, which cannot be issued
because their issuance would exceed
such Holder’s allocated portion of the Reserved
Amount or Maximum Share Amount) shall
be deemed converted into shares
of Common Stock and (ii) the Holder’s
rights as a Holder of such
converted portion of this Note shall cease and terminate, excepting only the
right to receive certificates for such
shares of Common Stock and to any remedies
provided herein or otherwise available at law or in equity to such Holder
because of a failure by the Company
to comply with the terms of this Note.
Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth
(10th) business day after the expiration
of the Deadline with respect to a conversion of any portion
of this Note for any reason, then (unless
the Holder otherwise elects to retain its status
as a holder of Common Stock by so notifying the Company)
the Holder shall regain the rights
of a Holder of this Note with respect
to such unconverted portions of this Note and the Company
shall, as soon as practicable, return such unconverted Note to the Holder or, if
the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.
In all cases, the Holder shall retain all of
its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section
1.3 to the extent required thereby for such Conversion Default and any subsequent
Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance
with Section 1.3) for the Company’s failure
to convert this Note.




    	 	7	 



    	 	 	 



    

  





		1.9	Prepayment.
                                         Maker
                                         may prepay this Note at any time before the Maturity Date.



 


ARTICLE
II. Omit.


 


ARTICLE
III. EVENTS
OF DEFAULT


 


If
any of
the following events of default (each,
an “Event of Default”) shall
occur:


 


3.1             
Failure to Pay Principal or
Interest. The Company
fails to pay the principal
hereof or interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise.


 


3.2             
Conversion and the Shares.The
Company fails to issue shares of Common
Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so) upon exercise
by the Holder of the conversion
rights of the Holder in accordance with the terms of this Note,
fails to transfer or cause its
transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for
shares of Common Stock issued to the Holder
upon conversion of or otherwise pursuant to this Note as
and when required by this Note, the Company
directs its transfer agent not
to transfer or delays, impairs, and/or hinders
its transfer agent in transferring (or
issuing) (electronically or in certificated form) any certificate
for shares of Common Stock to be issued to the Holder
upon conversion of or otherwise pursuant
to this Note as and when required
by this Note, or fails to remove (or
directs its transfer agent not to remove
or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate
for any shares of Common Stock issued
to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note (or
makes any written announcement, statement
or threat that it does not intend
to honor the obligations described in this paragraph) and
any such failure shall continue uncured (or
any written announcement, statement or threat
not to honor its obligations shall not be rescinded
in writing) for three (3) business days
after the Holder shall have delivered a Notice of Conversion.
It is an obligation of the Company
to remain current in its obligations
to its transfer agent. It shall
be an event of default of this Note,
if a conversion of this Note is delayed,
hindered or frustrated due to a balance
owed by the Company to its transfer agent. If
at the option of the Holder,
the Holder advances any funds to the
Company’s transfer agent in order
to process a conversion, such advanced funds
shall be paid by the Company to
the Holder within forty eight (48) hours
of a demand from the Holder.


 


3.3             
Breach of Covenants.
The Company breaches any covenant
or other term or
condition contained in this Note and
any collateral documents including
but not limited to the Purchase Agreement.


 


3.4
Breach of Representations and Warranties.Any
representation or warranty of the Company
made herein or in any agreement, statement
or certificate given inwriting pursuant hereto or in connection
herewith (including, without limitation,
the Purchase Agreement), shall be false or misleading
in any material respect when made and
the breach of which has (or with
the passage of time will have) a material adverse effect on the rights of the Holder
with respect to this Note or the Purchase Agreement.





 


3.5             
Receiver or Trustee.
The Company or any subsidiary of
the Company shall make an assignment for
the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for it
or for a substantial part of its property
or business, or such a receiver or trustee
shall otherwise be appointed.


 


3.6             
Judgments. Any money judgment, writ
or similar process shall be entered or
filed against the Company or
any subsidiary of the Company or any
of its property or other assets for more than $50,000, and
shall remain unvacated, unbonded or unstayed for a period of twenty (20)
days unless otherwise consented to by
the Holder, which consent will not be unreasonably withheld.


 


3.7             
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings,
voluntary or involuntary, for relief under
any bankruptcy law or any law for the
relief of debtors shall be instituted
by or against the Company or any
subsidiary of the Company.


 


3.8             
Delisting of Common Stock.
If the Company shall fail to maintain
in good standing the listing of the Common Stock on the OTC
Markets or an equivalent replacement exchange/market, the Nasdaq National
Market, the Nasdaq SmallCap Market or the New
York Stock Exchange or if the Company's shall lose the "bid" price
for its common stock on any given trading day.


 


3.9             
Failure to Comply with the Exchange
Act. If within thirty (30) calendar days from the issuance of this Note, the Company
shall fail to comply, in a timely manner, with the reporting
requirements of the Exchange Act; and/or the Company shall
cease to be subject to the reporting
requirements of the Exchange Act.


 


3.10         
Liquidation. Any dissolution, liquidation,
or winding up of Company or any substantial
portion of its business.


 


3.11         
Cessation of Operations. Any cessation of operations by
Company or Company admits it is
otherwise generally unable to pay its
debts as such debts become due, provided, however,
that any disclosure of the Company’s
ability to continue as a “going concern”
shall not be an admission that the Company
cannot pay its debts as they
become due.


 


3.12         
Maintenance of Assets.
The failure by Company
to maintain any material intellectual
property rights, personal, real property or other
assets which are necessary to conduct its business
(whether now or in the future).


 


3.13
Financial Statement Restatement.The restatement
of any financial statements filed by
the Company with the SEC for any date or period from two years
prior to the Issue Date of this Note and
until this Note is no longer outstanding, if the result
of such restatement would, by
comparison to the original financial statement,
have constituted a material adverse effect on the rights of the Holder
with respect to this Note or supporting documents.





 



    	 	8	 



    	 	 	 



    




		3.14	Omit.



  


3.15         
Replacement of Transfer Agent.
In the event that the
Company proposes to replace
its transfer agent, the Company
fails to provide, prior to the effective
date of such replacement, a fully executed
Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase
Agreement (including but not limited to the provision
to irrevocably reserve shares of Common Stock in the
Reserved Amount) signed by the successor
transfer agent to Company and the
Company.


 


3.16         
Cross-Default. Notwithstanding anything to the contrary contained
in this Note or the other related or companion
documents, a breach or default
by the Company of any covenant
or other term or condition contained
in any of the Other Agreements, after
the passage of all applicable notice and cure or grace
periods, shall, at the option of the Holder,
be considered a default under
this Note and the Other Agreements,
in which event the Holder shall be entitled
(but in no event required) to apply all rights
and remedies of the Holder under the terms of this Note and
the Other Agreements by reason of
a default under said Other Agreement
or hereunder. “Other Agreements” means, collectively, all agreements
and instruments between, among or by: (1)
the Company, and, or for the benefit
of, (2) the Holder and any affiliate
of the Holder, including, without limitation, promissory notes;
provided, however, the term “Other
Agreements” shall not include
the related or companion documents to
this Note. Each of the loan transactions
will be cross- defaulted with each other loan
transaction and with all other existing and
future debt of Company.


 


Upon
the occurrence and during the continuation
of any Event of Default specified
in Section 3.1 (solely with respect
to failure to pay the principal hereof
or interest thereon when due at
the Maturity Date), the Note shall become
immediately due and payable and the
Company shall pay
to the Holder, in full satisfaction of
its obligations hereunder, an amount
equal to the Default Sum (as
defined herein). UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF ANY EVENT OF
DEFAULT SPECIFIED IN SECTION
3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND
THE COMPANY SHALL PAY TO THE HOLDER,
IN FULL SATISFACTION OF ITS
OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y)
THE DEFAULT SUM (AS DEFINED HEREIN);
MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation
of any Event of Default
specified in Sections 3.1 (solely with respect
to failure to pay the principal hereof
or interest thereon when due
on this Note upon a Trading Market Prepayment Event pursuant to Section
1.7 or upon acceleration), 3.3,
3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable
through the delivery of written notice to the Company
by such Holders (the “Default Notice”),
and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay
the principal hereof or interest thereon at the Maturity Date specified in Section
3,1 hereof), the Note shall become immediately due and payable and the Company
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal
150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the
Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus
the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”).



    	 	9	 



    	 	 	 



    




 


If
the Company
fails to pay the Default Amount
within five (5) business days of written
notice that such amount is due and payable, then the Holder
shall have the right at any
time, so long as the Company
remains in default (and so long
and to the extent that there are sufficient
authorized shares), to require the Company,
upon written notice, to immediately issue,
in lieu of the Default Amount, the number
of shares of Common Stock of the
Company equal to the Default
Amount divided by the Conversion
Price then in effect.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1             
Failure or Indulgence Not
Waiver. No failure or
delay on the part of the Holder
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 privileges. All rights
and remedies existing hereunder are cumulative to, and
not exclusive of, any rights or remedies
otherwise available.


 


4.2             
Notices. All notices, demands, requests,
consents, approvals, and other communications
required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered
or certified, return receipt requested,
postage prepaid, (iii) delivered by
reputable air courier service with charges
prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such
party shall have specified most recently by
written notice. Any notice or
other communication required or permitted
to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address
or number designated below (if delivered
on a business day during normal
business hours where such notice is
to be received), or the first business
day following such delivery (if delivered
other than on a business day
during normal business hours where such notice is to be received)
or (b) on the second business
day following the date
of mailing by express
courier service, fully prepaid, addressed to such
address, or upon actual receipt
of such mailing, whichever shall first occur.
The addresses for such communications shall be:




    	 	10	 



    	 	 	 



    

If
to the Company,
to:


 


HypGen
Inc.


312
N Mansfield Ave


Los
Angeles, CA 90036


Attn:
Richard L. Chang


 


If
to the Holder:


 


GHS
Investments, LLC.


420
Jericho Turnpike Suite 207


Jericho,
NY 11753


 


4.3             
Amendments. This Note and any
provision hereof may only be amended
by an instrument in writing
signed by the Company and the Holder.
The term “Note” and all reference
thereto, as used throughout this
instrument, shall mean this instrument (and
the other Notes issued pursuant to the Purchase
Agreement) as originally executed, or if later
amended or supplemented, then as so amended
or supplemented.


 


4.4             
Assignability.This Note shall be
binding upon the Company and its successors
and assigns, and shall inure to be the benefit
of the Holder and its successors and
assigns. Notwithstanding anything in this Note to the contrary, this Note may be pledged
as collateral in connection with a bona fide
margin account or other lending
arrangement.


 


4.5             
Cost of Collection. If
default is made in the payment
of this Note, the Company
shall pay the Holder hereof costs
of collection, including reasonable attorneys’
fees.


 


4.6             
Governing Law.This Note shall
be governed by
and construed in accordance
with the laws of the State of Nevada without regard
to principles of conflicts of
laws. Any action brought by
either party against the other
concerning the transactions contemplated by
this Note shall be brought only
in the state or federal courts located
in New York City, New York. The parties to this Note
hereby irrevocably waive any objection
to jurisdiction and venue of any action
instituted hereunder and shall not assert any
defense based on lack of jurisdiction
or venue or based upon forum
non conveniens. The Company
and Holder waive trial by
jury. The prevailing party shall
be entitled to recover from the
other party its reasonable attorney's fees
and costs. In the event that any
provision of this Note or any other agreement
delivered in connection herewith is invalid
or unenforceable under any applicable
statute or rule of law, then such provision
shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed
modified to conform with such statute
or rule of law. Any such provision
which may prove invalid or unenforceable
under any law shall not affect
the validity or enforceability of any other provision of any
agreement. Each party hereby irrevocably waives
personal service of process and consents to process
being served in any suit, action
or proceeding in connection with this Agreement
or any other Transaction Document
by mailing a copy thereof via registered
or certified mail or overnight
delivery (with evidence of delivery)
to such party at the address
in effect for 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 other manner permitted by
law. Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by,
unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective
to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable
and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.



    	 	11	 



    	 	 	 



    




 


4.7             
Certain Amounts.Whenever
pursuant to this Note the Company is required
to pay an amount in excess of
the outstanding principal amount (or the portion
thereof required to be paid at that time)
plus accrued and unpaid interest
plus Default Interest on such interest,
the Company and the Holder agree that
the actual damages to the Holder from
the receipt of cash payment on this
Note may be difficult to determine and
the amount to be so paid by the Company
represents stipulated damages and not a penalty and
is intended to compensate the Holder
in part for loss of the opportunity to convert this Note and
to earn a return from the sale of
shares of Common Stock acquired upon
conversion of this Note at a price
in excess of the price paid for such
shares pursuant to this Note.
The Company and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt
of a cash payment without the opportunity to convert
this Note into shares of Common Stock.


 


4.8             
Purchase Agreement. By its acceptance of this Note,
each party agrees to be bound by
the applicable terms of the Equity Financing Agreement and supporting documents.


 


4.9             
Notice of Corporate Events.
Except as otherwise provided below, the Holder
of this Note shall have no rights as
a Holder of Common Stock unless and only
to the extent that it converts
this Note into Common Stock. The Company shall provide the Holder with prior
notification of any meeting of the Company’s shareholders
(and copies of proxy materials and other information sent to shareholders).
In the event of any taking by
the Company of a record of its shareholders
for the purpose of determining shareholders
who are entitled to receive payment
of any dividend or other
distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of
merger, consolidation, reclassification
or recapitalization) any share of any class or any
other securities or property, or
to receive any other right, or for
the purpose of
determining shareholders who are
entitled to vote in connection
with any proposed sale, lease or conveyance
of all or
substantially all of the assets
of the Company or
any proposed liquidation, dissolution or
winding up of the Company, the Company
shall mail a notice
to the Holder, at least twenty
(20) days prior to the record
date specified therein (or thirty (30)
days prior to the consummation
of the transaction or
event, whichever is earlier),
of the date on which any
such record is to be taken for
the purpose of
such dividend, distribution,
right or other event, and a
brief statement regarding the amount
and character of such dividend,
distribution, right or
other event to the extent known at
such time. The Company shall
make a public announcement of
any event requiring notification to the
Holder hereunder substantially simultaneously
with the notification to the Holder
in accordance with
the terms of this Section
4.9.



    	 	12	 



    	 	 	 



    




 


4.10         
Remedies.The Company acknowledges
that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder,
by vitiating the intent
and purpose of the transaction contemplated hereby. Accordingly,
the Company acknowledges that the
remedy at law for a breach of its obligations
under this Note will be inadequate and agrees, in the event
of a breach or threatened breach by
the Company of the provisions of
this Note, that the Holder shall be
entitled, in addition to all
other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any
breach of this Note and to enforce
specifically the terms and provisions thereof, without the necessity of
showing economic loss and without any bond or other
security being required.


 


IN
WITNESS WHEREOF, Company
has caused this Note to be signed in its
name by its duly authorized
officer:


 


 


HypGen,
Inc.


 


By:
/s/ Richard L. Chang


 Print:
Richard L. Chang


Title/Date:
Director 11/15/2017



    	 	13