SECURITIES PURCHASE AGREEMENT

This  STOCK  PURCHASE AGREEMENT (this "Agreement") is made by and between Thomas
Mills  ("Seller")  and  Ophion  Management  Ltd.  ("Buyer").

THE  PARTIES  HEREBY  AGREE  AS  FOLLOWS:

1.     Purchase  and  Sale  of  Securities.

(a)     Subject  to  the terms and conditions of this Agreement, and in reliance
upon  the  representations,  warranties  and  covenants  contained herein, Buyer
hereby  agrees  to  purchase  from  Seller  and  Seller  agrees to sell to Buyer
8,000,000  shares of common stock, US$0.0001 par value per share (the "Shares"),
of  Novagen  Solar  Inc.,  a Nevada corporation (the "Company") for an aggregate
purchase  price  of  US$40,000  and  other  good and valuable consideration, the
sufficiency  of  which  is  hereby  agreed,  (the  "Purchase  Price").

(b)     The  Seller  hereby acknowledges that he has received payment in full of
the  Purchase  Price.

2.     Representations  and  Warranties of Seller.  Seller hereby represents and
warrants  to  Buyer  that:

(a)     Seller is the record and beneficial owner of the Securities and has sole
management  power  over  the  disposition of the Securities.  The Securities are
free  and  clear  of  any  liens,  claims,  encumbrances,  and  charges.

(b)     The Securities have not been sold, conveyed, encumbered, hypothecated or
otherwise  transferred  by  Seller  except  pursuant  to  this  Agreement.

(c)     Seller  has  the  legal  right  to  enter  into  and  to  consummate the
transactions  contemplated  hereby  and  otherwise  to carry out his obligations
hereunder.

(d)     The  Securities are being sold to Buyer in reliance on Sections 4(1) and
4(2)  of  the  Securities  Act  of  1933,  as  amended.

3.     Representations  and  Warranties  of  Buyer.  Buyer hereby represents and
warrants  to  Seller  that:

(a)     Buyer has the requisite power and authority to enter into this Agreement
and  to  consummate  the transactions contemplated hereby and otherwise to carry
out  its  obligations  hereunder.

(b)     The Securities are being acquired by Buyer solely for investment for
Buyer's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof; and Buyer will not sell or transfer
such Securities unless covered by a registration statement or an exemption
therefrom.

(c)     Buyer represents and warrants that Buyer is an investor experienced in
the evaluation of businesses similar to the Company, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of this investment, and has had access to all information
respecting the Company that Buyer has requested.

4.     Miscellaneous.

(a)     Successors  and  Assigns.  The  terms  and  conditions of this Agreement
shall  inure  to  the benefit of and be binding upon the respective heirs, legal
representatives,  successors  and  assigns  of  the  parties.

(b)     Counterparts.  This  Agreement  may be executed in counterparts, each of
which  shall  be  deemed an original, but all of which together shall constitute
one  and  the  same  instrument.

(c)     Titles and Subtitles.  The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

(d)     Notices.  Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or sent by overnight
delivery by an internationally recognized overnight courier upon proof of
sending thereof and addressed to the party to be notified at the address
indicated for such party on the signature page hereof, or at such other address
as such party may designate by written notice to the other parties.

(e)     Expenses.  Each  of  the  parties  shall bear its own costs and expenses
incurred  with  respect to the negotiation, execution, delivery, and performance
of  this  Agreement.

(f)     Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of Seller and Buyer.

(g)     Assignment.  Buyer  may sell, assign or transfer any of its rights under
this  Agreement  as  it  sees  fit  and  without  notice.

(h)     Entire  Agreement.  This Agreement represents and constitutes the entire
agreement  and  understanding  between  the  parties  with regard to the subject
matter  contained  herein.  All  prior  agreements,  understandings  and
representations  are  hereby  merged  into  this  Agreement.

IN  WITNESS  WHEREOF, the undersigned have executed, or caused to be executed on
their  behalf  by  an agent thereunto duly authorized, this Agreement as of June
17,  2011.

                                        OPHION  MANAGEMENT  LTD.



                                        PER:  /s/ Thomas Mills
                                              THOMAS  MILLS
                                              AUTHORIZED  SIGNATORY




                                        /s/ Thomas Mills
                                        THOMAS  MILLS