EQUITY
FINANCING AGREEMENT


 


This
EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of November 15, 2017 (the “Execution Date”), is
entered into by and between HypGen, Inc., a Nevada corporation with its principal executive office at 1119 Avenue of the Stars,
Suite 1100, Century City, California, 90067 (the “Company”),and GHS Investments LLC, a Nevada limited liability company,
with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the “Investor”).


 


RECITALS:


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Seven Million
Dollars ($7,000,000) (the "Commitment Amount"), from time to time over the course of twenty-four (24) months after an
effective registration of the underlying shares (the “Contract Period”) to purchase the Company’s common stock
par value $.001 per share (the “Common Stock”);


 


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act,
and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or
all of the investments in Common Stock to be made hereunder; and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)
pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws.


 


NOW
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants
and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Investor hereby agree as follows:


 


SECTION
I. DEFINITIONS


 


For
all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall
be equally applicable to the singular and plural forms of such defined terms.


 


“1933 Act” shall have the meaning
set forth in the recitals.


 


“1934 Act” shall mean
the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder,
all as the same will then be in effect.


 


“Affiliate” shall have the meaning
set forth in Section 5.7.


 


“Agreement” shall have the
meaning set forth in the preamble.


 


“Articles of Incorporation” shall
have the meaning set forth in Section 4.3.




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“By-laws” shall have the meaning
set forth in Section 4.3.


 


“Closing” shall have the meaning
set forth in Section 2.4.


 


“Commitment Note” shall have
the meaning set forth in Section 2.7.


 


“Closing Date” shall have the
meaning set forth in Section 2.4.


 


“Common Stock”
shall have the meaning set forth in the recitals. “Control” or “Controls” shall have the
meaning set forth in Section 5.7.


“Effective Date”
shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental Laws” shall have
the meaning set forth in Section 4.13.


 


“Execution Date”
shall have the meaning set forth in the preamble. “Indemnified Liabilities” shall have the meaning set forth
in Section 10.


“Indemnitees” shall have the
meaning set forth in Section 10.


 


“Indemnitor” shall have the
meaning set forth in Section 10.


 


“Ineffective
Period” shall mean any period of time that the Registration Statement or any supplemental registration statement becomes
ineffective or unavailable for use for the sale or resale, as applicable, of any or
all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event the prospectus
under either of the above is not current and deliverable) during any time period required
under the Registration Rights Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Market Price”
shall mean the lowest closing price of the Company's Common Stock during the Pricing
Period.


 


“Material Adverse Effect”
shall have the meaning set forth in Section 4.1.


 


“Maximum Common
Stock Issuance” shall have the meaning set forth in Section 2.5.


 


“Open Period” shall
mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier to
occur of (i) the date which is twenty four


(24)  
months from the Effective Date; or (ii) termination of the Agreement in accordance with Section 8.


 


“Pricing Period”
shall mean ten (10) consecutive trading days preceding the receipt of the applicable Put Notice.




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“Principal
Market” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market or the OTC Markets, whichever is the principal market on which the Common Stock is listed.


 


“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


“Purchase Amount”
shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase Price”
shall mean eighty percent (80%) of the Market Price.


 


“Put”
shall mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor
during the Contract Period, pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price
equal to the value of the Put, subject to a price per share calculation based on the Market Price.


 


“Put Amount”
shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts of each Put shall
be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two hundred percent (200%) of the average
daily trading dollar volume for the Company’s Common Stock during the ten (10)
trading days preceding the Put Date. No Put will be made in an amount greater than three hundred thousand dollars ($300,000). Puts
are further limited to the Investor owning no more than 9.99% of the outstanding stock of the Company at any given time.


 


“Put Notice”
shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company intends
to sell to the Investor pursuant to the terms of the Agreement and stating the current
number of Shares issued and outstanding on such date.


 


“Put Notice
Date” shall mean the Trading Day, as set forth below, on which the Investor receives a Put Notice.


 


 


“Put Restriction”
shall mean a minimum of ten (10) days following a Put Notice Date. During this time, the Company shall not be entitled to deliver
another Put Notice.


 


“Put Shares Due”
shall have the meaning set forth in Section 2.4.


 


“Registered
Offering Transaction Documents” shall mean this Agreement, the Commitment Note and the Registration Rights Agreement
between the Company and the Investor as of the date herewith.


 


“Registration Rights
Agreement” shall have the meaning set forth in the recitals.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Securities issuable
hereunder.


 


“Related Party”
shall have the meaning set forth in Section 5.7.


 


“Resolution” shall have the
meaning set forth in Section 7.5.




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“SEC” shall mean
the U.S. Securities and Exchange Commission. “SEC Documents” shall have the meaning set forth in Section
4.6.


“Securities” shall
mean the shares of Common Stock issued pursuant to the terms of this Agreement.


 


“Settlement Date” shall have the
meaning set forth in Section 6.2.


 


“Shares” shall mean
the shares of the Company’s Common Stock. “Subsidiaries” shall
have the meaning set forth in Section 4.1.


“Trading Day” shall
mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.


 


“Waiting Period” shall have the
meaning set forth in Section 2.2.


 


SECTION II


PURCHASE AND SALE
OF COMMON STOCK


 


24.1          
PURCHASE AND SALE OF COMMON
STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Seven Million Dollars ($7,000,000).


 


24.2          
DELIVERY OF PUT NOTICES. Subject to the terms and conditions herein,
and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which
states the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the
“Put”). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference.
The price of the Put shall be eighty (80%) percent of the “Market Price”, which is the lowest closing price of the
Company’s Common Stock for ten (10) consecutive trading days preceding the Put
Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been
completed. There will be a minimum of ten (10) trading days between Put Notices.


 


24.3          
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor
shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:


 


		i.	a Registration Statement shall have been declared effective and shall remain
effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all
times until the Closing with respect to the subject Put Notice;



 


		ii.	at all times during the period beginning on the related Put Notice Date and
ending on and including the related Closing Date, the Common Stock shall have been listed or quoted for trading on the Principal
Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open
Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading
of the Common Stock;





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		iii.	the Company has complied with its obligations and is otherwise not in breach
of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed between the parties,
which has not been cured prior to delivery of the Investor’s Put Notice Date;



 


		iv.	no injunction shall have been issued and remain in force, or action commenced
by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities;
and



 


		v.	the issuance of the Securities will not violate any shareholder approval
requirements of the Principal Market.



 


If any
of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 


24.4          
MECHANICS OF PURCHASE OF SHARES BY INVESTOR.  Subject to the satisfaction of the conditions set forth in Sections
2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and the number of Put
Shares shall be delivered for a particular Put. In the event that (i) the lowest volume-weighted average price (the “VWAP”)
of the Company’s Common Stock for any given trading day during the ten (10) trading days following a Put Notice (the “Trading
Period”) is less than 80% of the Market Price used to determine the Purchase Price in connection with the Put and (ii)
as of the end of such Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period
Shares”), then the Company shall issue such additional Shares, on the Trading Day immediately following the Trading Period,
as may be necessary to adjust the Purchase Price for that portion of the Put represented by the Trading Period Shares to equal
the lowest VWAP during the Trading Period.


 


The Closing of a Put shall occur upon the
first Trading Day following the receipt and approval by Investor's broker of the Put Shares, whereby the Company shall have caused
the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the
account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor
shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated
by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM EST or on the following Trading day if receipt
and approval by the Investor's Broker is made after 9:30 AM EST("Closing Date" or "Closing"). In addition,
on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings
required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.


 


24.5           OVERALL
LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to
the contrary, if during the Open Period the Company becomes listed on an exchange which limits the number of shares of Common
Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by
the Investor, shall not exceed that number of the shares of Common Stock that may
be issuable without shareholder approval (the “Maximum Common Stock
Issuance”). If such issuance of shares of Common Stock could cause a
delisting on the Principal Market, then the Maximum Common Stock Issuance
shall first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the
Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal
Market. The parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall
in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor’s
obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the
Maximum Common Stock Issuance, and that such approval pertains only to the
applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.5.



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24.6          
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event
shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common
Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed
9.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined
in accordance with Rule 13d-1(j) of the 1934 Act.


 


24.7          
COMMITMENT NOTE. Upon the execution of this Agreement,
the Company shall issue to the Investor a $15,000 Promissory Note, maturing nine (9) months from execution, as a Commitment Note
("Commitment Note"). The Commitment Note shall be deemed earned upon the execution of this Agreement. 


 


SECTION III


 


INVESTOR’S REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


The
Investor represents and warrants to the Company, and covenants, that to the best of the Investor's knowledge:


 


3.1              
SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge,
sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable
of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting
its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.


 


3.2              
AUTHORIZATION; 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.


 


3.3              
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions
of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common
Stock.


 


3.4              
ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a)
of Regulation D of the 1933 Act.


 


3.5              
NO CONFLICTS. The execution, delivery and performance of
the Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not
result in a violation of Partnership Agreement or other organizational documents of the Investor.




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3.6              
OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business,
finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial
affairs of the Company with the Company’s management.


 


3.7              
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes
and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with
the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).


 


3.8              
NO REGISTRATION AS
A DEALER. The Investor is not required to be registered as a “dealer” under the 1934 Act, either as a result of
its execution and performance of its obligations under this Agreement or otherwise.


 


3.9              
GOOD STANDING. The Investor is a limited liability company,
duly organized, validly existing and in good standing in the State of its Nevada.


 


		3.10	TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.



 


3.11          
REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.12          
NO SHORT SALES. No short sales shall be permitted by the
Investor or its affiliates during the period commencing on the Execution Date and continuing through the termination of this Agreement.


 


SECTION IV


REPRESENTATIONS AND
WARRANTIES OF THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:


 


4.1              
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and
authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it
owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this
Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has
had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations,
financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated
hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company
to perform its obligations under the Registered offering Transaction Documents.


 


4.2              
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH
OTHER INSTRUMENTS.




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		i.	The Company has the requisite corporate power and authority to enter into
and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction
Documents”), and to issue the Securities in accordance with the terms hereof and thereof.



 


		ii.	The execution and delivery of the Registered Offering Transaction Documents
by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the
issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors
and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders.



 


		iii.	The Registered Offering Transaction Documents have been duly and validly
executed and delivered by the Company.



 


		iv.	The Registered Offering Transaction Documents constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.



 


4.3              
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 2,000,000,000
shares of the Common Stock, par value $ 0.01 per share, of which as of the date hereof
135,800,000 shares are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued
and are fully paid and nonassessable.


 


Except as disclosed in the Company’s
publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:


 


		i.	no shares of the Company’s capital stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company;



 


		ii.	there are no outstanding debt securities;



 


		iii.	there are no outstanding shares of capital stock, options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock
of the Company or any of its Subsidiaries;



 


		iv.	there are no agreements or arrangements under which the Company or any of
its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights
Agreement);



 


		v.	there are no outstanding securities of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries;







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		vi.	there are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by the issuance of the Securities as described in this Agreement;



 


		vii.	the Company does not have any stock appreciation rights or “phantom stock” plans
or agreements or any similar plan or agreement; and



		viii.	there is no dispute as to the classification of any shares of the Company’s capital stock.
The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and
correct copies of the Company’s Articles of Incorporation, as in effect on the date hereof (the “Articles of
Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the
“By-laws”), and the terms of all securities convertible into or exercisable for Common
Stock and the material rights of the holders thereof in respect thereto.



 


4.4              
ISSUANCE OF SHARES. The Company has reserved the amount of Shares included in the Company’s registration
statement for issuance pursuant to the Registered Offering Transaction Documents, which have been duly authorized and reserved
(subject to adjustment pursuant to the Company’s covenant set forth in Section
5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued,
fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event
the Company cannot register a sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its best
efforts to authorize and reserve for issuance the number of Shares required for the Company to perform its obligations hereunder
as soon as reasonably practicable.


 


4.5               NO
CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and
the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the
Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice
or lapse of time or both would become a material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness
or instrument to which the Company or any of its Subsidiaries is a party, or to the Company’s knowledge result in a
violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws
and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on
which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or
asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in
violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational
charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible
conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in
the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being
conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any
governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the
sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the
Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any
filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement
between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third
party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Registered
Offering Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the date hereof and are in full force and effect as of the date hereof. The Company and
its Subsidiaries are unaware of any facts or circumstances which might give rise
to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal
Market as in effect on the date hereof and on each of the Closing Dates and is
not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the
foreseeable future.



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4.6              
 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the
Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein
and financial statements and schedules thereto and documents incorporated by reference therein, and amendments thereto, being hereinafter
referred to as the “SEC Documents”). The Company has delivered to the Investor or its representatives, or they
have had access through EDGAR to, true and complete copies of the SEC Documents. As
of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and
the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC or the time they were amended, if amended, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company
included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally
accepted accounting principles, by a firm that is a member of the Public Companies
Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information
referred to in Section 4.3of this Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.
Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor
with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic
information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents
prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 


4.7              
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the
SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has
not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy
proceedings.




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4.8              
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as
set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any
of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or
any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which
an adverse decision could have a Material Adverse Effect.


 


4.9              
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE
OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length
Investor with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase
of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s
decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives.


 


4.10          
NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS
OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof, no event, liability, development or circumstance
has occurred or exists, or to the Company’s knowledge is contemplated to occur, with respect to the Company or its Subsidiaries
or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed
by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale
by the Company of its Common Stock and which has not been publicly announced.


 


4.11          
EMPLOYEE RELATIONS. Neither the Company nor any of its
Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such
dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the
1933 Act) has notified the Company that such officer intends to leave the Company’s employ or otherwise terminate such officer’s
employment with the Company.


 


4.12           INTELLECTUAL
PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now
conducted. Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as
proposed to be conducted have expired or terminated, or are expected to expire or terminate within two (2) years from the
date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of
similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is
no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against,
the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its
Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties.



    	 	11	 



    	 	 	 



    

 


4.13          
ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors
of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“Environmental Laws”); (ii) have, to the knowledge of the management and directors of the Company,
received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions
of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually
or in the aggregate, a Material Adverse Effect.


 


4.14          
TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them
which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property
and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries.


 


4.15          
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary
in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been
refused any insurance coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


4.16          
REGULATORY PERMITS. The Company and its Subsidiaries have
in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or
foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective
properties and assets and conduct their respective businesses, and neither the Company nor any such Subsidiary has received any
notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except
for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which,
would not have a Material Adverse Effect.


 


4.17           INTERNAL
ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the
Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company’s management has determined that the Company’s internal accounting
controls were not effective as of the date of this Agreement as further described in the SEC Documents.



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4.18          
NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company
nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule
or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s
officers has or is expected to have a Material Adverse Effect.


 


4.19          
TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only
to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment
of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and
has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


4.20          
CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10) days prior to the date
hereof and except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from disinterested third parties , none of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company
or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer,
director, trustee or partner, such that disclosure would be required in the SEC Documents..


 


4.21           DILUTIVE
EFFECT. The Company understands and acknowledges that the number of shares of Common Stock
issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not
necessarily limited to, the circumstance wherein the trading price of the Common
Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and
recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the
Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such
issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as
are expressly set forth in the Registered Offering Transaction Documents, its obligation to issue shares of
Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other shareholders of the Company.



    	 	13	 



    	 	 	 



    




 


4.22          
NO GENERAL SOLICITATION. Neither the Company, nor any of
its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with the offer or sale of the Common Stock
to be offered as set forth in this Agreement.


 


4.23          
NO BROKERS, FINDERS OR
FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory
fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by
this Agreement.


 


4.24          
EXCLUSIVITY. The Company shall not pursue a similar Equity Financing transaction with any other party unless
and until good faith negotiations have terminated between the Investor and the Company or until such time as the registration statement
has been declared effective by the SEC.


 


SECTION V COVENANTS
OF THE COMPANY


 


5.1              
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions
set forth in Section 7 of this Agreement.


 


5.2              
REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed
with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action,
which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section
8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under
the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has
been terminated pursuant to Section 8.


 


5.3              
USE OF PROCEEDS. The Company will use the proceeds from the sale
of the Shares (excluding amounts paid by the Company for fees as set forth in the Registered Offering Transaction Documents) for
general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that
the Board of Directors, in good faith deem to be in the best interest of the
Company.


 


5.4              
FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR
or other electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after
the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports
on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other
information made available or given to the shareholders of the Company generally, contemporaneously with the making available or
giving thereof to the shareholders; and (iii) within two


(2) calendar days
of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities
exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.


 


5.5               RESERVATION
OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Shares
included in the Company’s registration statement for issuance pursuant to the Registered Offering
Transaction Documents. In the event that the Company determines that it does not have a sufficient number of authorized
shares of Common Stock to reserve and keep available for issuance as described in
this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized
shares of Common Stock by seeking shareholder approval for the authorization of
such additional shares.



    	 	14	 



    	 	 	 



    

 


5.6              
LISTING. The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as
defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated
quotation system, if any, upon which shares of Common Stock are then listed (subject
to official notice of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under
the terms of the Registered Offering Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action
which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding
suspensions of not more than one (1) Trading Day resulting from business announcements by the Company). The Company shall promptly
provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the
Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section 5.6.


 


5.7              
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall
cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend,
modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary’s officers,
directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially
own 5% or more of the Common Stock, or Affiliates or with any individual related by
blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more
beneficial interest (each a “Related Party”), except for (i) customary employment arrangements and benefit programs
on reasonable terms,


(ii) any agreement,
transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable
from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement
which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an
officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement,
transaction, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or
entity, another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii)
has 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under common control
with that person or entity. “Control” or “Controls” for purposes hereof means that a person
or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.


 


5.8              
FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company
shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering
Transaction Documents in the form required by the 1934 Act, if such filing is required.


 


5.9              
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the
corporate existence of the Company.


 


5.10           NOTICE OF
CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The
Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration
Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional
information by the SEC or any other federal or state governmental authority during the period of effectiveness of the
Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the
issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of
any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any
jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any
statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement,
related prospectus or documents so that, in the case of a Registration Statement, it 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 that in the case of the related prospectus, it 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, in the light of
the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a
post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly
make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to
Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.



    	 	15	 



    	 	 	 



    

 


5.11          
TRANSFER AGENT. The Company shall deliver instructions
to its transfer agent to issue Shares to the Investor that are issued to the Investor Pursuant to the Transactions contemplated
herein.


 


5.12          
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents
and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering
this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company
has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement,
and represent the Company in connection with this Agreement.


 


SECTION VI


CONDITIONS OF THE
COMPANY’S OBLIGATION TO SELL


 


The
obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at
or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion.


 


6.1              
The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the
Company.


6.2              
The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor.


6.3              
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.



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SECTION VII


FURTHER CONDITIONS OF THE INVESTOR’S OBLIGATION
TO PURCHASE


 


The
obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of
each of the following conditions set forth below.


 


7.1                 
The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 


7.2                 
The representations and warranties of the Company shall be true and correct as of the date when made and as of the
applicable Closing Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Registered Offering Transaction Documents to be performed, satisfied or complied with
by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation
contained in Section 4.3.


 


7.3                 
The Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic
book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at
such Closing.


 


7.4                 
The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the
“Resolutions”) and such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


7.5                 
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


7.6                 
Within thirty (30) days after the Agreement is executed, the Company agrees to use its best efforts to file with
the SEC a registration statement covering the shares of stock underlying the Equity Financing contemplated herein. Such registration
statement shall conform to the requirements of the rules and regulations of the SEC and the terms and conditions of Equity Financing
this agreement as expressed in the registration statement shall be reviewed and approved by the Investor. The Company will take
any and all steps necessary to have its registration statement declared effective by the SEC within 30 days but no more than 90
days after the Company has filed its registration statement. Such registration Statement shall conform to the requirements of the
rules and regulations of the SEC and the terms and conditions of the equity financing Equity Financing as expressed in the Registration
Statement and shall be reviewed and approved by the Investor. The Registration Statement shall be effective on each Closing Date
and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s knowledge
shall be pending or threatened. Furthermore, on each Closing Date


(I) neither the Company
nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration
Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily
or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed), and (II) no other
suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.


 


7.7                  At
the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein)
and any amendments or supplements thereto shall 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 or which would require public disclosure or an update supplement to the prospectus.



    	 	17	 



    	 	 	 



    

 


7.8                 
If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum
Common Stock Issuance in accordance with Section 2.5  or the Company shall have
obtained appropriate approval pursuant to the requirements of applicable state and federal laws and the Company’s Articles
of Incorporation and By-laws.


 


7.9                 
The conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing
Date.


 


7.10             
The Company shall have certified to the Investor the number of Shares of Common
Stock outstanding when a Put Notice is given to the Investor. The Company’s delivery of a Put Notice to the Investor constitutes
the Company’s certification of the existence of the necessary number of shares of Common
Stock reserved for issuance.


 


SECTION
VIII TERMINATION


 


This Agreement shall terminate upon any of the following
events:


 


8.1              
when the Investor has purchased an aggregate of Seven Million Dollars ($7,000,000) in the Common Stock of the Company
pursuant to this Agreement; or


 


		8.2	on the date which is twenty four (24) months after the Effective Date; or



 


		8.3	at such time that the Registration Statement is no longer in effect.



 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


 


SECTION
IX SUSPENSION


 


This
Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


		i.	The trading of the Common Stock
is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive
Trading Days during the Open Period; or



 


		ii.	The Common Stock ceases to be
quoted, listed or traded on the Principal Market or the Registration Statement is no longer effective (except as permitted hereunder).
Immediately upon the occurrence of one of the above-described events, the Company shall
send written notice of such event to the Investor.



 



    	 	18	 



    	 	 	 



    




SECTION X INDEMNIFICATION


 


In
consideration of the parties mutual obligations set forth in the Transaction Documents, the Company ( the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Investor and all of


the investor’s
shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person’s
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor
or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or
obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by
a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such
misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon
and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such
Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking
by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall
be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees
may be subject to.


 


SECTION XI


GOVERNING
LAW; DISPUTES SUBMITTED TO ARBITRATION.


 


11.1          
LAW GOVERNING THIS AGREEMENT.
This Agreement 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 Agreement
shall be brought only in the state or federal courts located in New York City, New York State. The parties to this Agreement 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
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company
agree to submit to the in personam jurisdiction of such courts and hereby irrevocably 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 Agreement 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 Documents 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.


 


11.2           LEGAL
FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered
Offering Transaction Documents (including but not limited to Section V of the Registration Rights Agreement), each party
shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any
attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation,
negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any
party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in
respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or
defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the
issuance of any Securities.



    	 	19	 



    	 	 	 



    

 


11.3          
COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories
hereto on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile
transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page
were an original thereof.


 


11.4          
HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall
include the plural and masculine shall include the feminine.


 


11.5          
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.


 


11.6          
ENTIRE AGREEMENT; AMENDMENTS.
This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions set forth herein,
and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of
the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the
Investor, and no provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. The execution and delivery of the Registered Offering Transaction Documents
shall not alter the force and effect of any other agreements between the Parties, and the obligations under those agreements.


 


11.7          
NOTICES. Any notices 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 (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (III) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 





If
to the Company:


HypGen
Inc


312
N Mansfield Ave 


Los
Angeles, CA 90036


Attn:
Richard L. Chang 


 


With
a copy to :


_________________



Attn:
______________


___________________


___________________


 





If
to the Investor:


GHS
Investments, LLC


420
Jericho Turnpike, Suite 207


Jericho,
NY 11753


 



Each party shall provide
five (5) days prior written notice to the other party of any change in address or facsimile number.



    	 	20	 



    	 	 	 



    

 


		11.8	NO ASSIGNMENT. This Agreement may not be assigned.



 


11.9          
NO THIRD PARTY BENEFICIARIES. This Agreement is intended
for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person,
except that the Company acknowledges that the rights of the Investor may be enforced by its general partner.


 


11.10       
SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4,
the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10,
shall survive each of the Closings and the termination of this Agreement.


 


11.11       
PUBLICITY. The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction
Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts
shall be determined solely by the Company, in consultation with its counsel.


 


11.12       
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 carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


11.13       
PLACEMENT AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement
agent, a percentage of the Put Amount on each Put toward the fee as outlined in that certain placement agent agreement entered
into between the Company and the placement agent. The Investor shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section that may be due
in connection with the transactions contemplated by the Registered Offering Transaction Documents. The Company shall indemnify
and hold harmless the Investor, their employees, officers, directors, agents, and partners, and their respective affiliates, from
and against all claims, losses, damages, costs (including the costs of preparation and attorney’s fees) and expenses incurred
in respect of any such claimed or existing fees, as such fees and expenses are incurred.




    	 	21	 



    	 	 	 



    

11.14       
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, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement
and seek the advice of counsel on it.


 


11.15       
REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration
Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract
and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default
or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all
other rights granted by law.


 


11.16       
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or
under the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.


 


11.17       
PRICING OF COMMON STOCK. For purposes of this Agreement, the price
of the Common Stock shall be as reported by Quotestream Media.


 


SECTION XII


NON-DISCLOSURE OF
NON-PUBLIC INFORMATION


 


The
Company shall not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and
the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company
in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor
and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific
event or circumstance) of which it becomes aware, constituting non- public information (whether or not requested of the
Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in
the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to
omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in
which they were made, not misleading. Nothing contained in this Section 12 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such
information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of
this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that
based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of
material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the
statements contained therein, in light of the circumstances in which they were made, not misleading.



    	 	22	 



    	 	 	 



    

 


SECTION XIII



ACKNOWLEDGEMENTS OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor
makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor
will not short the Company’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. EST on
the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions
contemplated hereby and in the other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide
material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding
the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying
on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities
of the Company.


 


[Signature page follows]




    	 	23	 



    	 	 	 



    

 


 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as
of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement,
and the representations made by the undersigned in this Investment Agreement are true
and accurate, and agrees to be bound by its terms.


 


 


GHS
INVESTMENTS, LLC.


 





By:
/s/ Sarfraz Hajee


Name:
Sarfraz Hajee


Title:
Member


 


HYPGEN,
INC.


 





By:
/s/ Richard L. Chang


Name:
Richard L. Chang


Title:
Director


 



[SIGNATURE PAGE OF EQUITY FINANCING AGREEMENT]




    	 	24	 



    	 	 	 



    

  


LIST OF EXHIBITS


 


 


 


EXHIBIT ARegistration Rights Agreement
EXHIBIT BNotice of Effectiveness EXHIBIT CPut Notice


EXHIBIT DPut Settlement Sheet




    	 	25	 



    	 	 	 



    




 


EXHIBIT A REGISTRATION
RIGHTS AGREEMENT


See attached.




    	 	26	 



    	 	 	 



    

  


EXHIBIT B


 


FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT


 


Date: __________


 


[TRANSFER AGENT]


 


Re: HypGen, Inc., Ladies
and Gentlemen:


We are counsel to
HypGen, Inc., a _________ corporation (the “Company”), and have represented the Company in connection with that certain
Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments,
LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s
common stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment
Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the
Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s
obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on
Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act aton, 20 and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for
sale under the 1933 Act pursuant to the Registration Statement 


 


 


Very truly yours,


 


 


 


[Company Counsel]


 




    	 	27	 



    	 	 	 



    

 





EXHIBIT C


FORM
OF PUT NOTICE


 Date:


 


RE: Put Notice Number __


Dear Mr./Ms.__________,


This is to inform you that as of today,
HypGen, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing
Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that:


 


The amount of this put is $_______.


 


The Pricing Period runs from________
until _______________.


The Purchase Price is: $________


The number of Put Shares Due:________.


 


The current number of shares of common stock
issued and outstanding is: _________________.


The number of shares currently available for
issuance on the S-1 is:________.


 


 


Regards,


HypGen, Inc.,


By: __________________________________


Name: ________________________________


Title:__________________________________




    	 	28	 



    	 	 	 



    

  


EXHIBIT D


 


PUT SETTLEMENT SHEET


 


Date: ________________


Dear Mr. ________,


Pursuant to the Put given by HypGen,
Inc., to GHS Investments LLC (“GHS”) on ____ 201_, we are now submitting the amount of common shares for you to
issue to GHS.


 


Please have a certificate bearing no restrictive
legend totaling immediately and send via DWAC to the following account:


 


[INSERT]


 


If not DWAC eligible, please send FedEx Priority Overnight
to:


 


[INSERT ADDRESS]


__________ shares issued to GHS


 


Once these shares are received by us, we
will have the funds wired to the Company. Regards,


GHS
INVESTMENTS LLC


 


By: __________________________________


Name: ________________________________


Title:__________________________________


 



    	 	29