HYSR SunHydrogen Inc (QB)

Item 2.03 Creation of a Direct Financial Obligation.

On June 27, 2018 (the “Effective Date”), Hypersolar, Inc. (the “Company”) issued and sold a promissory note (the “Promissory Note”) in the aggregate principal amount of $500,000 to an accredited investor, of which $50,000 was advanced upon issuance of the Note and the balance to be advanced at the discretion of the lender. The principal and interest under the Promissory Note is due and payable twelve (12) months from the Effective Date of the Promissory Note. The Promissory Note bears interest at a rate of 10% per annum and is convertible into shares of common stock of the Company at a price of the lesser of (a) $0.01 per share of the Company’s common stock or (b) Fifty Percent (50%) of the lowest trade price of the Company’s common stock recorded on any trade day after the Effective Date or (c) the lowest effective price per share granted to any person or entity, including the investor but excluding officers and directors of the Company, after the Effective Date to acquire common stock of the Company, or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire common stock of the Company or outstanding common stock equivalents.

In connection with the sale of the Promissory Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Promissory Note filed as Exhibit 10.1 hereto, which is incorporated herein by reference.