CORRESP

Richardson

& Associates

Attorneys at Law

_______________________________________________________________________________________________________________________

May 12, 2016

MailStop 3561

United States

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:          Mara L. Ransom, Assistant Director of Consumer Products

                        Daniel Porco

Re:      HyGen Industries, Inc.

Pre-Effective Amendment Number One

            Offering Statement on Form 1-A

            Filed January 25, 2016

            File No. 024-10518                                                                                        

Dear Commission:

            Enclosed for filing on behalf of HyGen Industries, Inc. (the "Company") is Pre-Effective Amendment Number One to the above referenced Offering Statement on Form 1-A, redlined to show changes from the initial filing.  The following are our responses to the comments in your letter to Paul Staples, Chief Executive Officer of the Company, dated February 22, 2016.

Cover Page

1.   We deleted reference to "For Sophisticated Investors Only" on the cover page.

2.   In footnote 1 to the table on the cover page, we add the sentence indicated stating that investor funds will be immediately available to us and none will be returned if an insufficient amount of capital is raised in the offering to fund our business plan.

Use of Proceeds, page 5

3.   We have modified the disclosure in the "Use of Proceeds" section of the Offering Circular to show estimated management compensation and the 25%, 50%, 75% and 100% scenarios.

4.  We have modified the "Use of Proceeds" section of the Offering Circular to show the new categories of estimated uses more clearly.  We have deleted reference to an acquisition as we are now focused primarily on building stations.

Business

Plan of Operations, page 5

5.  We have added disclosure on page 26 of the Offering Circular under "Risk Factors - Risks Related to the Offering" to explain that we will elect to delay compliance with new or revised financial accounting standards until the date that the standard is effective for a company that is not an issuer.

1453 Third Street Promenade, Suite 315, Santa Monica, California 90401

Telephone (310) 393-9992     Facsimile (310) 393-2004

United States

Securities and Exchange Commission

Division of Corporation Finance

May 12, 2016

Page 2 of 4

6.  We have specifically updated and clarified the disclosure of the CEC milestone dates and adjustments to the amount of grants as a result of our miss of the October 31, 2015 date for the three stations to be operational under "Summary of Risk Factors", "Investment Summary", "Business" and "Management's Discussion and Analysis of Financial Condition and Operating Results" on pages 2, 4, 7 and 43 of the Offering Circular.

7.  On pages 7, 8 and 12 of the Offering Circular under the "Business" section, we clarify the payment structure of the stations and make the disclosure consistent with respect to the economic interest conferred on the station owners.

8.   On pages 7 and 8 of the Offering Circular under "Business", we explain the substitution of a station in North Hollywood for the one in Pacific Palisades, and describe the terms of its agreement with us.

9.   On page 7 of the Offering Circular under "Business", we explain the adjustment to the amount of the CEC construction grant, and the nature of the in kind contributions that will supplement the working capital expected to be supplied from the proceeds of the offering.

10. On page 8 of the Offering Circular under "Business", we add a discussion of potential research and development activities to be engaged in by us and explain that we do not expect to incur material expenditures for those activities.

Fuel Cell Technology

Second Generation System, page 14

11. Giner is a supplier of components to us which we utilize to assemble our hydrogen fueling equipment at each station.  We do not have any material agreements with Giner outside the ordinary course of our business, and have deleted reference to it as our strategic partner on page 15 of the Offering Circular under "Business".

Phase 2 Gen 2 System Development, page 14

12.   We have revised our disclosure on page 16 of the Offering Circular under "Business" to describe our expected response to the "low uptake" scenario.

Acquisition Strategy, page 19

13. We have deleted the acquisition strategy subsection on page 21 of the Offering Circular under "Business", as it is no longer an imminent part of our business plan.

Dilution, page 26

14. Under "Dilution" on page 29 of the Offering Circular, we have included an additional table comparing the public contribution under the offering with the average effective cash contribution of management and founders.

15.  Under "Dilution" on page 29 of the Offering Circular, we removed reference to the phrases ".on a pro forma basis" and ".adjusted for the retained earnings (deficit)."

16.   The increase in net tangible book value per share has been recalculated and corrected on page 29 of the Offering Circular under "Dilution."

United States

Securities and Exchange Commission

Division of Corporation Finance

May 12, 2016

Page 3 of 4

Principal Shareholders, page 33

17.  On page 36 of the Offering Circular under "Principal Shareholders", the information is now updated.

Interest of Management and Others in Certain Transactions, page 34

18. On page 37 of the Offering Circular under "Interest of Management and Others in Certain Transactions" and on page 33 under "Management - Executive Compensation", we clarify the nature of the payments to related parties.

Plan of Distribution, page 37

19. Our executives are not expected to be paid any remuneration for raising capital in the offering.  Since entering into the Posting Agreement with StartEngine CrowdFunding, Inc., we have no plans to utilize any other independent consultants for the offering, other than possibly a public relations firm to assist us with the preparation and development of marketing materials.

20. Our Chief Financial Officer is our liaison with StartEngine CrowdFunding, Inc.  We expect to rely on the StartEngine portal and public relations services to make the offer of our securities, and do not expect that any of our officers, directors or employees will individually be making offers and sales of our securities in the offering.  Accordingly, we believe that we will comply with Rule 3a4-1 of the Exchange Act.

21. We do not expect to use finders in the offering and have not identified any prospective finders.  Nevertheless, we retained the disclosure in case this situation changes or we change our policy.

22. We currently do not intend to use any underwriters or broker-dealers to raise capital or provide services for us, other than FundAmerica Securities, LLC for escrow and administrative services, as disclosed in the Offering Circular under "Plan of Distribution" on pages 40 and 41 of the Offering Circular.  We retain the disclosure of the possibility of participation by other broker-dealers because our current policy or situation may change in the future.

Management's Discussion and Analysis of Financial Condition

General

23. In "Management's Discussion and Analysis of Financial Condition and Operating Results" on page 43 of the Offering Circular, we added a new section entitled "Plan of Operation."

24. On page 44 of the Offering Circular under "Management's Discussion and Analysis of Financial Condition and Operating Results", we have added a sentence disclosing material commitments for capital expenditures as of December 31, 2015 and the expected source of funds to fulfill them.

Financial Statements

Statement of Cash Flows, page F-6

25. The amounts spent and reimbursed by the CEC for property and equipment were netted in the initial filing.  We believe this is appropriate in that, while ASC 230-10-45-7 through 8 suggests that generally gross treatment is preferred, it does not specifically require such treatment based on the examples cited in the literature.  ASC 230-10-45-7 and 45-8 state in pertinent part: "45-7 Generally, information about the gross amounts of cash receipts and cash payments during a period is more relevant than information about the net amounts of cash receipts and payments.

United States

Securities and Exchange Commission

Division of Corporation Finance

May 12, 2016

Page 4 of 4

However, the net amount of related receipts and payments provides sufficient information not only for cash equivalents, as noted in paragraph 230-10-45-5, but also for certain other classes of cash flows specified in paragraphs 230-10-45-8 through 45-9 and paragraph 230-10-45-28.  45-8 For certain items, the turnover is quick, the amounts are large, and the maturities are short..Only the net changes during the period in assets and liabilities with those characteristics need be reported because knowledge of the gross cash receipts and payments related to them may not be necessary to understand the entity's operating, investing, and financing activities."  The CEC reimbursements are rapid and the periods during which they are due and outstanding are short.  Nevertheless, in response to your comment, we have decided to revise the presentation and present the cash flow for CEC reimbursements on a gross basis such that the information is more readily apparent and clarified for the reader.  The change in presentation does not change the financial statements or the net cash flows and is only a presentation change. Gross presentation will be used on a go-forward basis as well.

Exhibits

26.   We have attached copies of our material license and lease agreements as exhibits to the Offering Statement.

Very Truly Yours,

Mark J. Richardson

cc:        Paul Staples, Chief Executive Officer

            Paul Dillon, Chief Financial Officer

CORRESP

EXHIBIT 12

May 12, 2016

HyGen Industries, Inc.

11603 San Vicente Boulevard

Los Angeles, California 90049

Re: HyGen Industries, Inc.-Validity of Issuance of Shares

Ladies and Gentlemen:

We have acted as special counsel to HyGen Industries, Inc., a California corporation (the "Company"), in connection with the Company's Offering Statement on Form 1A (the "Offering Statement"), relating to the application for exemption from registration under Section 3(b) of the Securities Act of 1933, as amended (the "Act"), and Regulation A+ promulgated thereunder, of 4,000,000 shares of common stock, par value $0.001 per share (the "Shares").

In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth in this letter.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (including endorsements), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials and others.

Based upon and subject to the foregoing, we are of the opinion that upon issuance, the Shares will be validly issued and fully paid and nonassessable.

For the purposes of this opinion, we are assuming that the appropriate certificates are duly filed and recorded in every jurisdiction in which such filing and recordation is required in accordance with the laws of such jurisdictions.  We express no opinion herein as to any laws other than the General Corporation Law of the State of California.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Offering Statement.  We also consent to the reference to our firm in the Offering Statement.  We do not admit in providing such consent that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Respectfully submitted,

/s/Mark J. Richardson

Mark J. Richardson for

Richardson & Associates

CORRESP

EXHIBIT 11.1

We consent to the use, in this Offering Statement on Form 1-A of HyGen Industries, Inc. of our report dated November 9, 2015 on our audit of the balance sheet of HyGen Industries, Inc. as of June 30, 2015 and the related statements of operations, stockholders' deficit and cash flows for the period from inception (August 13, 2014) to June 30, 2015, and the reference to us under the caption "Financial Statements."

Very truly yours,

/s/ dbbmckennon

Certified Public Accountants

May 12, 2016

Newport Beach, California

CORRESP

This instrument was prepared by

CORRESP

EXHIBIT 6.2

POSTING AGREEMENT WITH STARTENGINE

POSTING AGREEMENT

THIS POSTING AGREEMENT (the "Agreement") is made as of this [    ] day of [     ], 2016, between StartEngine Crowdfunding, Inc. ("StartEngine"), a Delaware corporation, and [COMPANY NAME], a ______________ [state of incorporation] corporation (the "Company"), to act as the Company's online intermediary technology platform (the "Platform") in connection with the Company's proposed private placement offering (the "Offering") of common or preferred stock (the "Securities").

WHEREAS, StartEngine operates the website www.StartEngine.com, an intermediary technology platform that permits issuers to independently connect with prospective Investors (as defined below) on the Platform.    

WHEREAS, the Company and StartEngine wish to work cooperatively based upon the terms and conditions herein.

NOW, THEREFORE, the undersigned, in consideration of the foregoing and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, mutually hereby agree as follows:

1.             Appointment.  Subject to the terms and conditions of this Agreement, the Company hereby retains StartEngine, and StartEngine hereby agrees to act, as the Company's intermediary funding platform in connection with the Offering.  The Company will be permitted to make available certain offering documents to prospective Investors (as defined below) on the Platform.  The Company acknowledges and agrees that StartEngine is only required to use its "commercially reasonable efforts" in connection with its activities hereunder and the posting of any content by Company on the Platform shall be at StartEngine's sole discretion.  The Company acknowledges that StartEngine is not a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the "Securities Act"), or registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the "Advisors Act"), and that StartEngine will not perform any activities requiring registration with the Financial Industry Regulatory Authority ("FINRA") or the Securities and Exchange Commission (the "SEC").   

2.           Services.     Subject to the terms of this Agreement, StartEngine agrees to permit the Company to post the Offering on the Platform, which permits "testing the waters" and the offering and sale of securities pursuant to Regulation A, as amended ("Reg A+"), promulgated under the Securities Act to "accredited investors," as defined by Rule 501 of Regulation D under the Securities Act, and non-accredited investors subject to certain limitations as set forth under Reg A+ (collectively, the "Investors"), as may be applicable.  The Company's use of the Platform shall be subject to the terms of use and privacy policy, which may be amended from time to time, posted on the Platform.  StartEngine grants the Company a limited and revocable license to use the Platform in accordance with the terms of this Agreement.  The Company agrees to engage a securities attorney or securities compliance company for a review of any and all Test the Waters material appearing on the Platform prior to posting said material on the Platform and the Company shall complete the Bad Actor Check prior to appearing on the Platform.  StartEngine reserves the right to terminate use of the Platform if it becomes aware of a violation of the requirements of this Agreement or any law.  StartEngine also reserves the right to terminate this Agreement if the Company does not file Form 1-A with the SEC within ninety (90) days of posting on the Platform.  In the event the Offering is terminated, all funds held in escrow shall be promptly returned to Investors.  Furthermore, if the Offering is terminated for any reason the campaign page will be promptly removed, the Company will not be entitled to any data that has accumulated or been collected by StartEngine, and the Company may not appear on a competitor's platform for 30 days. The Company agrees that it shall be required to engage FundAmerica Securities LLC under a separate agreement to provide escrow services for the Offering.  StartEngine/FundAmerica reserves the right to co-manage Company's future listing on the OTC or alternate exchange.

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3.       Information and Offering Materials. 

          (a)         The Company recognizes that, in completing its engagement hereunder, StartEngine may be using and relying on both publicly available information and principally on data, material and other information (including non-public information) furnished to StartEngine by the Company. The Company will furnish to prospective Investors any and all information and data concerning the Company, its business, financial condition and plans for the Offering that are required by state and Federal securities regulations (the "Information"), including any "test-the-waters" communications and materials which summarize the opportunity for potential Investors to be used in connection with the Offering to the extent such material is made available (collectively, the "Offering Materials"). Any Information and Offering Materials forwarded to prospective Investors or made available on the Platform will be in compliance with state and Federal securities laws, rules and regulations and acceptable to both StartEngine and its counsel. The Company represents and warrants that, to its knowledge, all Information and the Offering Materials, including, but not limited to, the Company's financial statements, will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.  StartEngine will not be obligated to verify the accuracy and/or adequacy of such Information supplied or disclosed to potential Investors.  If the Offering Materials and/or the Offering requires modification and the Offering is still posted on www.StartEngine.com, the Company must notify StartEngine immediately in the manner prescribed in Section 11, and any modification shall be made evident to Investors by the Company.  StartEngine grants the Company a limited, revocable, non-exclusive, non-transferrable license to post the Offering Materials on the Platform for the term of the engagement.  StartEngine shall be entitled to rely upon any representations, warranties or covenants made by the Company or any third-party disclosed in the Offering Materials to the Company or by the Company to the potential and actual Investors and any third-party.  The Company agrees to cooperate with all StartEngine public relations and marketing initiatives.  StartEngine may contact registered users of the Platform for any purpose, including to promote other campaigns on the Platform.

          (b)      Until the date that is two years from the date hereof, StartEngine will keep all information obtained from the Company confidential except: (i) Offering Materials which are provided to StartEngine in the form of an offering memorandum to be made available on the Platform; (ii) campaign information such as the number of reservations, amount reserved, funding goals, etc. (iii) information which is otherwise publicly available, or previously known to or obtained by, StartEngine independently of the Portfolio Company and without breach of any of StartEngine's agreements with the Company; (iv) StartEngine may disclose such information to its officers, directors, employees, agents and representatives, and to its other advisors and financial sources on a need to know basis only and will require that all such persons will keep such information strictly confidential.  No such obligation of confidentiality shall apply to information that: (x) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by StartEngine, (y) was known or became known by StartEngine prior to the Company's disclosure thereof to StartEngine as evidenced by written records, (z) becomes known to StartEngine from a source other than the Company, and other than by the breach of an obligation of confidentiality owed to the Company; (v) is disclosed by the Company to a third party without restrictions on its disclosure; (vi) is independently developed by StartEngine as evidenced by written records; or (vii) is required to be disclosed by StartEngine or its officers, directors, employees, agents, attorneys and to its other advisors and financial sources, pursuant to any order of a court of competent jurisdiction or other governmental body or as may otherwise be required by law. 

4.             Compensation.   For the Platform posting services described in Section 2, StartEngine shall be entitled to receive an administration fee of $100 per Investor that deposits funds into the designated escrow account ("Platform Fees"). In the event Company cancels the Offering, Platform Fees will still be due to StartEngine. The maximum amount payable to StartEngine under this Agreement will be $2,000,000. In the event Company cancels the Offering, fees for Investor deposits will still be due to StartEngine. In addition, StartEngine shall be entitled to receive warrants to purchase that number of shares determined by dividing (i) the

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product of (a) the number of individual Investors and (b) $100 by (ii) 30% of the issue price to the Investors ("Warrants"), not to exceed 350,000 Warrants.  The form of Warrant is attached as Appendix B to this Agreement.  Platform fees and Warrants are earned upon Investor deposit into the designated escrow account and are due even if the Company cancels its offering.  The $100 per investor administration fee will paid to StartEngine directly from escrow.

                In the event that the Company decides to move forward with a raise on the Platform under Title III rules for crowdfunding and not as a Regulation A offering, then the Platform, for the posting services described in Section 2, shall be entitled to receive an administration fee of 7.5 % of the total raise, plus warrants to purchase shares that shall be determined by the total of the cash fee times 30% of the issue price to the investors ("Warrants").  The form of Warrant is attached as Appendix B to this Agreement.  Platform fees and Warrants are earned upon Investor deposit into the designated escrow account and are due even if the Company cancels its offering.  The 7.5% administration fee will paid to StartEngine directly from escrow.

5.             Term of Engagement.  This Agreement will remain in effect for 12 months from the date of this Agreement.  The parties hereto may terminate or extend this Agreement at any time by written consent. 

6.             Mutual Indemnification.  The Company and StartEngine agree to indemnify and hold each other harmless from and against any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, including attorney's fees and costs, to the extent caused by or arising out of or relating to the work, errors, omissions and/or operations of the other party.  The Company will indemnify and hold harmless StartEngine, its directors and officers and each person, if any, who controls StartEngine against any losses, claims, damages or liabilities, joint or several, to which StartEngine may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any statements being inaccurate or misleading or based on the failure by the Company to provide information necessary to make the material provided by the Company to StartEngine not misleading or alleged untrue statement of any fact contained in any offering materials prepared by or on behalf of the Company, or any amendment or supplement thereof.  The Company shall reimburse StartEngine for any legal or other expenses reasonably incurred in connection with investigation or defense or loss, claim, damage, liability or action referred to in the previous sentence as such expenses are incurred. The Company will not, however, be responsible for any claims, losses, damages, liabilities, or expenses, which are finally judicially determined to have resulted solely from StartEngine's gross negligence or intentional misconduct.  The Company shall assume the defense of such action, including the employment and fees of counsel (reasonably satisfactory to StartEngine) and payment of reasonable and accountable expenses.

7.             Representations and Warranties.  Each of the Company and StartEngine represents and warrants that (a) it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and (b) this Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable in accordance with its terms.  The Company represents and warrants that all information posted on the Platform with respect to the Company will be complete and accurate in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. StartEngine will not be required to independently verify the accuracy and adequacy of such information supplied or disclosed to potential Investors. The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Reg A+ and other applicable rules and regulations, including filing any state "blue sky" filings. The Company agrees that any representations and warranties made by it to any prospective Investor in the Offering or placement agent shall be deemed also to be made to StartEngine for its benefit and StartEngine shall be deemed a third party beneficiary to any such agreements.  The Company shall commit to providing periodic updates, not less than on quarterly basis, to its Investors subsequent to the consummation of the Offering on the Company's development, financial condition and other material events.

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8.             Parties; Assignment; Independent Contractor; Governing Law; No Tax Advice.  This Agreement has been and is made solely for the benefit of the parties hereto and each of their respective persons, agents, employees, officers, directors and controlling persons and their respective heirs, executors, personal representatives, successors and assigns, and nothing contained in this Agreement will confer any rights upon, nor will this Agreement be construed to create any rights in, any person who is not party to such Agreement, other than as set forth in this section.  The rights and obligations of either party under this Agreement may not be assigned without the prior written consent of the other party hereto and any other purported assignment will be null and void.  StartEngine has been retained under this Agreement as an independent contractor, and it is understood and agreed that this Agreement does not create a fiduciary relationship between StartEngine and the Company or their respective officers, directors and controlling persons.  StartEngine shall have no control over any aspect of the company and StartEngine shall not be considered to be the agent of the Company for any purpose whatsoever and StartEngine is not granted any right or authority to assume or create any obligation or liability, express or implied, on the Company's behalf, or to bind the Company in any manner whatsoever.  The Company acknowledges that StartEngine does not provide accounting, tax or legal advice. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to its rules regarding conflicts of laws.

9.             Legal and Other Compliance.  The Company at its own expense, will use its best efforts to obtain any registration, qualification or approval required to sell any Securities under the laws (including U.S. state "blue sky" laws) of any applicable jurisdictions (including any applicable foreign jurisdiction or any instrumentality thereof).  Without limiting the generality of the foregoing, the Company shall be solely responsible for complying with the accredited investor obligations, if applicable, required by Reg A+ and shall not have any disqualifying event as set forth in Rule 262 of the Securities Act. The Company agrees that it, and not the Platform, shall have the sole obligation of verifying that each Investor is accredited, as applicable, in accordance with Rule 501 and Reg A+ and its adopting rules and regulations.  The Company understands and agrees that there are compliance requirements that pertain to the Offering both on the Platform and off the Platform.  The Company further understands and agrees that StartEngine does not purport to make any representation, warranty, or guarantee that any activity by the Company or StartEngine, whether through the Platform or not, is in compliance with applicable state or Federal securities laws or the rules and regulations of any self-regulatory organization. 

10.          Exclusivity.          

                                (a)           It is expressly understood that StartEngine is not required to operate the Platform as its sole and exclusive function.  In addition to operating the Platform, StartEngine and its affiliates may engage in other business activities in the future.

                                (b)           The Company's engagement with StartEngine pursuant to this Agreement shall be deemed to be exclusive and it is expressly understood that the Company may not post the Offering Materials on any other competitive Reg A+ peer investor intermediary technology platform(s). 

11.          Notices.  Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices.  Until further notice, the address of each party to this Agreement for this purpose shall be the following:

                If to StartEngine:

                StartEngine Crowdfunding, Inc.

                604 Arizona Ave

                Santa Monica, CA 90026

                Tel: 310-748-7821

                Attn:  Ron Miller

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                If to the Company:

                [COMPANY NAME]

                [COMPANY ADDRESS]

                Tel:

                Attn:

12.          Disclaimer.   The Company acknowledges and agrees that its use of the Platform provided by StartEngine is done at the Company's own risk.  To the fullest extent permissible by law, neither StartEngine nor any other party involved in creating, producing, or delivering the Platform shall be liable to the Company or any third-party for any lost profits or lost opportunity, or for any direct, incidental, consequential, special, indirect or punitive damages arising out of the Company's access to, or use of, the Platform.  In addition, the Company acknowledges that it will be solely accountable for all content created by the Company on or relating to the Offering on www.StartEngine.com and agrees to execute Appendix A immediately before the Offering is made available for the public to view on the Platform.  If Appendix A is not applicable or accurate immediately before the Offering is to be made available for the public to view, the Company shall make all necessary modifications in order for Appendix A to be applicable and accurate.  Without limiting the foregoing, everything on the Platform is provided to the Company "as is" without warranties or guarantees of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.  It is expressly understood that none of the services provided by StartEngine should be deemed legal advice.  StartEngine makes no representation or warranties that offerings of securities on the Platform comply with state or Federal securities laws.  The Company shall consult its legal counsel to independently determine whether use of the Platform for the Offering complies with state and Federal laws, rules and regulations.  Notwithstanding the above, StartEngine shall exercise commercially reasonable efforts to maintain the Platform in full operation during the Term of this Agreement.

13.          Validity.  In case any term of this Agreement will be held invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement will not in any way be affected thereby.

14.          Entire Agreement Counterparts; Amendments.  This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties.  No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. This Agreement may be executed in counterparts and each of such counterparts will for all purposes be deemed to be an original, and such counterparts will together constitute one and the same instrument.

15.          Press Announcements. The Company agrees that StartEngine shall, from and after any closing, have the right to reference the Offering and StartEngine's role in connection therewith in StartEngine's marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.  Provided, however, in the event of any material dispute between the parties under the Agreement, StartEngine shall cease and desist from referencing the Offering upon Company's written request to terminate such reference on its website and elsewhere.

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

STARTENGINE CROWDFUNDING, INC.

By:

Name:

Title:

[COMPANY NAME]

By:

Name:

Title:

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APPENDIX A

OFFICER'S CERTIFICATE

                This Certificate is being delivered pursuant to Section 12 of the Posting Agreement (the "Agreement"), dated _________, 2016, between StartEngine Crowdfunding, Inc. ("StartEngine"), a Delaware corporation, and ______, a [state of incorporation] [entity type] (the "Company").  Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.

                The undersigned, ______________, Chief Executive Officer of the Company, hereby certifies to StartEngine as follows:

                (A)          the Company has performed and complied in all material respects with all covenants, obligations and conditions of the Posting Agreement to be performed and complied with by the Company as of the date hereof; and

                 (B)          when the Offering Materials are posted on the Platform, and at all times from the date hereof and up to the consummation of the Offering, the Offering Materials contain and shall contain all material information required to be included therein by the Securities Act of 1933, as amended, about the Company and the applicable rules and regulations of the Securities and Exchange Commission thereunder, as the case may be, and the Offering Materials do not and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein about the Company, in the light of the circumstances under which they were made, not misleading.

[COMPANY NAME]

By:

Name:

Title:

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APPENDIX B

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

[company]

Initial Warrant Shares: __________________________[1] Initial Exercise Date: _______________ __, 2016

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, StartEngine Crowdfunding, Inc. or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from [COMPANY], a ______________ corporation (the "Company"), up to _________ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock ("Common Stock").  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.  Definitions.  In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

"Board of Directors" means the board of directors of the Company.

"Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

"Commission" means the United States Securities and Exchange Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

_________________

[1] The number of warrant shares shall be determined by dividing (i) the product of (a) the number of individual Investors and (b) $100 by (ii) 30% of the issue price to the Investors.  The number of warrant shares under this Warrant initially will not exceed 350,000.

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"Going Public Date" Such first date whereby the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act or the Common Stock is qualified under Regulation A.

"Liens" means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

"Liquidity Event" shall mean any one of the following events has occurred: (a) an initial underwritten public offering of Common Stock by a nationally recognized underwriter pursuant to a registration Statement filed in accordance with the Securities Act and pursuant to which at least $50,000,000 in gross proceeds is raised for the benefit of the Company and pursuant to which the Holder has the right to include the Warrant Shares for inclusion in such offering or (b) a Fundamental Transaction with a valuation to the Company of at least $50,000,000 pursuant to which the Holder has the right to put this Warrant back to the Company for cash equal to the Black Scholes Value pursuant to Section 3(e). 

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Rule 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Trading Day" means a day on which the Common Stock is traded on a Trading Market.

"Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing.

"Transfer Agent" means _____________________, the current transfer agent of the Company, with a mailing address of ___________________ and a facsimile number of _______________, and any successor transfer agent of the Company.

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the "Pink Sheets" published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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Section 2.  Exercise.

a)                   Exercise of Warrant.  Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice.  The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)                   Exercise Price.  The exercise price per share of the Common Stock under this Warrant shall be $_____,[2] subject to adjustment hereunder (the "Exercise Price").

c)                   Cashless Exercise.  If at the time of exercise hereof there is no effective registration statement registering for sale or resale the Warrant Shares, then this Warrant may also be exercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 (A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a "cashless exercise," as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.  The Company agrees not to take any position contrary to this Section 2(c).

______________________

[2] 100% of the issue price paid by Investors.

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d)                   Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise.  The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company's share register in the name of the holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is seven (7) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the "Warrant Share Delivery Date").   The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

ii. Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights.  If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise.  Following the Going Public Date, in addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a

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Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 vi.  Charges, Taxes and Expenses.  Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.  The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 vii. Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e)                   Holder's Exercise Limitations.  The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion

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of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.   In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company's most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3.   Certain Adjustments.

a)                   Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.

b)                   Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance") (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the

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aggregate Exercise Price prior to such adjustment.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.  Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance.  The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the "Dilutive Issuance Notice").  For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

c)                   Subsequent Rights Offerings.  In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)                   Pro Rata Distributions.  During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

e)                   Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of

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Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) or Section 2(f)] on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) or Section 2(f)] on the exercise of this Warrant).  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder's option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction.  "Black Scholes Value" means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the "OV" function on Bloomberg, L.P. ("Bloomberg") determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date.  The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor Entity") to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the

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exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

f)                    Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)                   Notice to Holder. 

i.  Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice  except as may otherwise be expressly set forth herein.

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Section 4.  Transfer of Warrant.

a)                   Transferability.  Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

b)                   New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)                   Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d)                   Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.

e)                   Representation by the Holder.  The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5.  Miscellaneous.

a)                   No Rights as Stockholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. 

b)                   Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

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c)                   Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d)                   Authorized Shares. 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)                   Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.  Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the "New York Courts").  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant.  If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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f)                    Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)                   Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

a)                   Notices.  Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above Attention: _________________, facsimile number _______________, email address _______________, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

h)                   Limitation of Liability.  No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

i)                     Remedies.  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

j)                     Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

k)                   Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

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l)                     Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m)                  Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

[COMPANY NAME]

By:

Name:

Title:

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NOTICE OF EXERCISE

To:         __________________

(1)   The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)   Payment shall take the form of (check applicable box):

[  ] in lawful money of the United States; or

[ ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)   Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated:  ______________, _______

Holder's Signature:  

_____________________________

Holder's Address: 

_____________________________

_____________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

CORRESP

EXHIBIT 4.1

SUBSCRIPTION DOCUMENTS

HYGEN INDUSTRIES, INC.

a California Corporation

4,000,000 Shares at $5.00 Per Share

Minimum Investment: 150 Shares ($750)

INSTRUCTIONS FOR SUBSCRIPTION

To Subscribe

1.	Subscription Agreement
	Please execute the signature page and return with the Investor Questionnaire
2.	Investor Questionnaire
	Please complete and return with your executed Subscription Agreement
3.	Please make check payable to: FundAmerica Securities, LLC
4.	Please mail subscription documents and checks to:

FundAmerica Securities, LLC

3455 Peachtree Road, NE, 5^th Floor

Atlanta, Georgia, 30326

Attention: Escrow Account

SUBSCRIPTION AGREEMENT

Name of Investor:                                                                                                                                                                               

(Print)

Paul Staples, Chief Executive Officer

HyGen Industries, Inc.

[c/o FundAmerica Securities, LLC

3455 Peachtree Road, NE, 5th Floor

Atlanta, Georgia, 30326]

Attention: Escrow Account

Re:           HYGEN INDUSTRIES, INC. - 4,000,000 Shares of Common Stock (the "Shares")                           

Gentlemen:

1.              Subscription.  The undersigned hereby tenders this subscription and applies to purchase the number of Shares in HyGen Industries, Inc., a California corporation (the "Company") indicated below, pursuant to the terms of this Subscription Agreement.  The purchase price of each Share is five dollars ($5.00), payable in cash in full upon subscription.  The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares.  The undersigned understands that the Shares are being offered pursuant to the Offering Circular, dated May [  ], 2016 and its exhibits (the "Offering Circular").  In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information contained in the Purchaser Questionnaire is complete and accurate, and presents a true statement of the undersigned's financial condition. 

2.              Representations and Understandings.  The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i)                   The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested.

(ii)                 The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto.

(iii)                The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him.  The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment.  The undersigned understands that any projections which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company's operations.

(iv)               The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the "1933 Act") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other purchasers of Shares.

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(v)                 The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996.  The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares.  The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.

(vi)               The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended, or the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an "accredited investor."

(vii)              The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time.  The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the 1933 Act and applicable state law and an exemption from registration for resale may not be available.

(viii)            All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state.

(ix)                The undersigned has relied solely upon the Offering Circular and independent investigations made by him or his purchaser representative with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned.

(x)                  The undersigned agrees not to transfer or assign this subscription or any interest therein.

(xi)                The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.

(xii)               If the undersigned is a partnership, corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares.  This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned.

(xiii)             The undersigned meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which he resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

3.             Indemnification.  The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, Shareholders and agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned's representations and warranties herein or in the Purchaser Questionnaire being untrue or inaccurate, or because of a breach of this agreement by the undersigned.  The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares.  The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement.

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4.              Taxpayer Identification Number/Backup Withholding Certification.  Unless a subscriber indicates to the contrary on the Subscription Agreement, he will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends.  If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares.

5.              Governing Law.  This Subscription Agreement will be governed by and construed in accordance with the laws of the State of California.  The venue for any legal action under this Agreement will be in the proper forum in the County of Los Angeles, State of California.

6.              Acknowledgement of Risks Factors.  The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular.  The undersigned acknowledges that this investment entails significant risks.

-3-

The undersigned has (have) executed this Subscription Agreement on this          day of                   ,

20      , at                                                                                             .

SUBSCRIBER (1) _____________________________________ Signature _____________________________________ (Print Name of Subscriber) _____________________________________ (Street Address) _____________________________________ (City, State and Zip Code) _____________________________________ (Social Security or Tax Identification Number) SUBSCRIBER (2) _____________________________________ Signature _____________________________________ (Print Name of Subscriber) _____________________________________ (Street Address) _____________________________________ (City, State and Zip Code) _____________________________________ (Social Security or Tax Identification Number)

 

Number of Shares  ____________

Dollar Amount of Shares (At $5.00 per Share)  ____________________________

PLEASE MAKE CHECKS PAYABLE TO: ["FUNDAMERICA SECURITIES, LLC HYGEN ESCROW ACCOUNT"]

 

MANNER IN WHICH TITLE IS TO BE HELD:

/_/	Community Property*	/_/	Individual Property
/_/	Joint Tenancy With Right of Survivorship*	/_/	Separate Property
/_/	Corporate or Fund Owners**	/_/	Tenants-in-Common*
/_/	Pension or Profit Sharing Plan	/_/	Tenants-in-Entirety*
/_/	Trust or Fiduciary Capacity (trust documents must accompany this form)	/_/	Keogh Plan
/_/	Fiduciary for a Minor	/_/	Individual Retirement Account
		/_/	Other (Please indicate)
	* Signature of all parties required
	** In the case of a Fund, state names of all partners.

SUBSCRIPTION ACCEPTED:

HYGEN INDUSTRIES, INC.

By:
Paul Staples, Chief Executive Officer	DATE

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HYGEN INDUSTRIES, INC.

PURCHASER QUESTIONNAIRE

Paul Staples, Chief Executive Officer

HyGen Industries, Inc.

[c/o FundAmerica Securities, LLC

3455 Peachtree Road, NE, 5th Floor

Atlanta, Georgia, 30326]

Attention: Escrow Account

Re:          HYGEN INDUSTRIES, INC.

Gentlemen:

The following information is furnished to you in order for you to determine whether the undersigned is qualified to purchase shares of common stock (the "Shares") in the above referenced Company pursuant to Section 3(b) of the Securities Act of 1933, as amended (the "Act"), Regulation A promulgated thereunder, and appropriate provisions of applicable state securities laws.  I understand that you will rely upon the following information for purposes of such determination, and that the Shares will not be registered under the Act in reliance upon the exemption from registration provided by Section 3(b) of the Act, Regulation A, and appropriate provisions of applicable state securities laws.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, I agree that you may present this questionnaire to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws.

I hereby provide you with the following representations and information:

1.	Name:
2.	Residence Address & Telephone No.:
3.	Mailing Address:
3a.	Email Address:
4.	Employer and Position:
5.	Business Address & Telephone No.:
6.	Business or Professional Education & Degree

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7.         Prior Investments of Purchaser:

Amount (Cumulative)          $ ______________________ (initial appropriate category below):

Capital Stock:	/_/   None (Initial)	/_/   Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/   Over $250,000 (Initial)
Bonds:	/_/   None (Initial)	/_/    Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/  Over $250,000 (Initial)
Other:	/_/  None (Initial)	/_/    Up to $50,000 (Initial)	/_/       $50,000 to $250,000 (Initial)	/_/ Over $250,000 (Initial)

8.           Based on the definition of an "Accredited Investor" which appears below, I am an Accredited Investor:

 /_/  Yes    /_/   No

(initial appropriate category)

I understand that the representations contained in this section are made for the purpose of qualifying me as an accredited investor as the term is defined by the Securities and Exchange Commission for the purpose of selling securities to me. I hereby represent that the statement or statements initialed below are true and correct in all respects.  I am an Accredited Investor because I fall within one of the following categories (initial appropriate category):

 /_/  A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000, not including the value of the person's primary residence;

/_/ A natural person who had an individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year;

/_/  My spouse and I have had joint income for the most two recent years in excess of $300,000 and we expect our joint income to be in excess of $300,000 for the current year;

/_/  Any organization described in Section 501(c)(3) of the Internal Revenue Code, or any corporation, Massachusetts Business Trust or Fund not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

/_/ A bank as defined in Section 3(a)(2) of the Securities Act whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(12) of the Securities Act, investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(1)(48) of that Act; or Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

/_/  A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

/_/  An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is to be made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;

 /_/   An entity in which all of the equity owners are Accredited Investors under the above paragraph.

9.          Financial Information:

(a) My net worth (not including the value of my primary residence) is

$_________________

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(b) My gross annual income during the preceding two years was:

$_________________ (2014)

$_________________ (2015)

(c) My anticipated gross annual income in 2016 is $ _______________.

(d) (1)    /_/      (initial here)  I have such knowledge and experience in financial, tax and business matters that I am capable of utilizing the information made available to me in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares, and to make an informed investment decision with respect to the Shares. I do not desire to utilize a Purchaser Representative in connection with evaluating such merits and risks. I understand, however, that the Company may request that I use a Purchaser Representative.

(2)  /_/        (initial here)   I intend to use the services of the following named person(s) as Purchaser Representative(s) in connection with evaluating the merits and risks of an investment in the Shares and hereby appoint such person(s) to act as my Purchaser Representative(s) in connection with my proposed purchase of Shares.

List name(s) of Purchaser Representative(s), if applicable. __________________________________

10.       Except as indicated below, any purchases of the Shares will be solely for my account, and not for the account of any other person or with a view to any resale or distribution thereof.

11.       I represent to you that the information contained herein is complete and accurate and may be relied upon by you. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages. I will notify you immediately of any material change in any of such information occurring prior to the closing of the purchase of Shares, if any, by me.

Name (Please Print):
Signature
Telephone Number
Social Security or Tax I.D. Number
Executed at:
on this _______ day of ____________________,	20____

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CORRESP

PART II - OFFERING CIRCULAR

Dated May 12, 2016

PURSUANT TO REGULATION A

OF THE SECURITIES ACT OF 1933

HYGEN INDUSTRIES, INC.

11693 San Vicente Boulevard, Suite 445

Los Angeles, California 90049

admin@hygen.com

www.hygen.com

$20,000,000

4,000,000 Shares of Common Stock at $5.00 per Share

Minimum Investment: 150 Shares ($750)

FORM 1-A: TIER 2

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

 Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A For general information on investing, we encourage you to refer to www.investor.gov.

	Price to public	Underwriting discount and commissions (1)	Proceeds to Company (2)	Proceeds to other persons
Per share	$   5.00	(1)	$    5.00	$     0
Total (3):	$  20,000,000	(1)	$  20,000,000	$     0

This offering will terminate on November __, 2016, unless extended by us for up to an additional 180 days or terminated sooner by us in our discretion regardless of the amount of capital raised (the "Sales Termination Date").  There is no minimum offering proceeds required of us in this offering and therefore no contingent subscription escrow will be established for subscription funds.  Subscription funds may be transferred by us directly from the administrative escrow account into our operating account for use as described in this Offering Circular.  No investor funds will be returned to any subscriber if an insufficient amount of capital is raised from this offering to enable the Company to implement its business plan.

___________________________

(1)       The shares will be offered on a "best-efforts" basis by our officers, directors and employees, and may be offered through broker-dealers who are registered with the Financial Industry Regulatory Authority ("FINRA"), or through other independent referral sources.  As of the date of this Offering Circular, no selling agreements had been entered into by us with any broker-dealer firms.  We expect to enter into service agreements with FundAmerica Securities, LLC, a member of FINRA, to provide subscription and escrow administrative services for the offering.  FundAmerica Securities, LLC is not an underwriter and will not be paid selling commissions or underwriting fees, but will be paid service fees.  Selling commissions may be paid to other broker-dealers, if any, who are members of FINRA with respect to sales of shares made by them.  Compensation may be paid to consultants and finders in connection with the offering of shares.  We may also pay incentive compensation to registered broker-dealers in the form of common stock or warrants in us.  We will indemnify participating broker-dealers and other parties with respect to disclosures made in the Offering Circular.  We have entered into a posting agreement with StartEngine CrowdFunding, Inc. to post our offering materials on its website, www.startengine.com, from which the Company will conduct this offering.  The Company has agreed to pay fees and issue warrants to purchase its common stock to StartEngine CrowdFunding, Inc as compensation for its posting services.

(2)       The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, referral fees, selling and other costs incurred in the offering of the shares.  See "USE OF PROCEEDS" and "PLAN OF DISTRIBUTION."

(3)       The shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings.  The shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.  We have the option in our sole discretion to accept less than the minimum investment from a limited number of subscribers.  "TERMS OF THE OFFERING."

THIS OFFERING CIRCULAR IS NOT KNOWN TO CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT, NOR TO OMIT MATERIAL FACTS WHICH IF OMITTED, WOULD MAKE THE STATEMENTS HEREIN MISLEADING.  IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.  HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE.  ACCORDINGLY, REFERENCE SHOULD BE MADE TO THE CERTIFICATION OF RIGHTS, PREFERENCES AND PRIVILEGES AND OTHER DOCUMENTS REFERRED TO HEREIN, COPIES OF WHICH ARE ATTACHED HERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCH AGREEMENTS AND DOCUMENTS.

_____________________________________

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

_____________________________________

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.  EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING HIS INVESTMENT.

JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

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TABLE OF CONTENTS 

SUMMARY OF RISK FACTORS	1
INVESTMENT SUMMARY	5
USE OF PROCEEDS	5
BUSINESS	6
RISK FACTORS	22
DIVIDEND POLICY	28
CAPITALIZATION	28
DILUTION	29
MANAGEMENT	30
PRINCIPAL SHAREHOLDERS	36
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	27
DESCRIPTION OF CAPITAL STOCK	37
ERISA CONSIDERATIONS	37
TERMS OF THE OFFERING	39
PLAN OF DISTRIBUTION	40
REPORTS TO SHAREHOLDERS	42
ADDITIONAL INFORMATION	42
FINANCIAL STATEMENTS OF THE COMPANY	42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	54
EXHIBITS
SUBSCRIPTION DOCUMENTS	A

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SUMMARY OF RISK FACTORS

The purchase of shares of our common stock involves substantial risks.  Each prospective investor should carefully consider the following risk factors, in addition to any other risks associated with this investment, and should consult with his own legal and financial advisors.

Cautionary Statements

The discussions and information in this Offering Circular may contain both historical and forward-looking statements.  To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in forward-looking statements.  We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations.  The differences may be caused by a variety of factors, including but not limited to:

• Lack of market acceptance of our renewable hydrogen fuel and fueling stations.

• Inability to finance the construction of renewable hydrogen fueling stations due to a lack of government grants, private capital and cash flow.

• Inability to find suitable sites for our planned renewable hydrogen fueling stations.

• Failure of the automobile manufacturing companies to make or sell hydrogen fueled cars for consumers or fleets.

• Delays in obtaining critical components from suppliers, causing delays in station construction and possible reduction of government grants.

• Heavy design, construction and development expenditures by us without revenue, resulting in substantial operating deficits, especially in the early years of operation.

• Intense competition, including entry of new competitors.

• Lack of demand for renewable hydrogen as a transportation fuel.

• Failure to obtain additional government grants and possible loss of all or a portion of existing government grants due to our failure to satisfy certain timing and other conditions.

• Adverse federal, state, and local government regulation.

• Contraction of the market for renewable hydrogen due to government policy or consumer preference.

• Unexpected costs and operating deficits.

• Lower sales and revenue than forecast.

• Default on leases or other indebtedness.

• Loss of suppliers and supply.

• Price increases for capital, supplies and materials.

• Inadequate capital and financing.

• Failure to obtain customers, loss of customers and failure to obtain new customers.

• The risk of litigation and administrative proceedings involving us or our employees.

• Loss of or inability to obtain government licenses and permits.

• Adverse publicity and news coverage.

• Inability to carry out marketing and sales plans.

• Loss of key executives.

• Losses from theft that cannot be recovered.

• Other specific risks that may be alluded to in this Offering Circular or in other reports issued by us or third party publishers.

 We have a limited operating history and have yet to earn a profit or revenue, which makes it difficult to accurately evaluate our business prospects.  We have limited assets, limited operating history, and no operating revenue to date.  Thus, our proposed business is subject to all the risks inherent in new business ventures. The likelihood of success must be considered in light of the expenses, complications, and delays frequently encountered with the start-up of new businesses and competitive environment in which start-up companies operate.

We have only conducted a limited number of market studies.  We have only conducted limited formal market studies concerning the demand for our proposed renewable hydrogen fueling stations.  There is no independent confirmation of public acceptance of the concept.  Management believes, however, that

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public acceptance of renewable hydrogen fueling stations will be favorable based on management's internal research and experience.

Our business plan is speculative.  Our planned business is speculative and subject to numerous risks and uncertainties.  The design and development of our proposed renewable hydrogen fueling stations may not create commercial products or generate revenue due to functional failure, lack of acceptance or demand from the marketplace, lack of hydrogen fueled vehicles in the marketplace, technological inefficiencies, competition, or for other reasons.  Current and future demand for renewable hydrogen fueling stations is uncertain, even if favorable legislation progresses.  The burden of government regulation on renewable hydrogen industry participants is uncertain and difficult to quantify.  There is no assurance that additional government grants will be available to us to provide a portion of the anticipated costs of designing, developing and installing our renewable hydrogen fueling stations.  There is no assurance that we will earn revenue or a profit.

Our government grants have conditions which must be satisfied in order for us to retain them.  We must meet certain deadlines and satisfy other conditions in order to retain all or portions of our existing government grants.  In general, our three scheduled fueling stations must have commenced operations by October 31, 2015 in order for us to retain 100% of the grant (i.e. $5,306,814).  Because our fueling stations have not yet commenced operations, we lost approximately $56,800 of the construction grant, reducing our construction grant to approximately $5,250,000.  Moreover, our grant for annual operating costs for three years is reduced from $60,000 per year per station to zero for each fueling station that does not commence operations by October 31, 2016.  In any event, 15% of the construction grant is retained by the California Energy Commission ("CEC") and paid to us 60 days after the fueling stations are commissioned by the CEC to commence operations.  Delays in station construction may occur for a number of reasons, including without limitation supplier delays in delivering critical components, delays in contracting for suitable sites (we currently have contracts for two sites and a letter of intent for a third site), and unexpected hazards requiring remediation or substitution of a new site.  The loss of all or a portion of our government grants could have a material adverse impact on our financial condition, operating results and business performance.

There is no assurance that any of our research and development activities will result in any proprietary technology or new commercial products.  We plan to develop proprietary products and services for renewable hydrogen.  The development efforts for these products may fail to result in any commercial technology, products or services, or any proprietary or patentable technology. The products may not work, competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products.  We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties.  Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized.  We may have inadequate capital to successfully execute this aspect of our business plan.

Financial projections included with this Offering Circular may prove to be inaccurate.  Financial projections concerning our estimated operating results may be included with the Offering Circular.  Any projections would be based on certain assumptions which could prove to be inaccurate and which would be subject to future conditions that may be beyond our control, such as general industry conditions.  We may experience unanticipated costs, or anticipated revenues may not materialize, resulting in lower operating results than forecasted.  We cannot assure that the results illustrated in any financial projections will in fact be realized by us.   

We may not be able to successfully compete against companies with substantially greater resources.  The renewable hydrogen industry is intensely competitive and we expect competition to intensify further in the future.  We will be subject to competition from well-established renewable hydrogen companies that have all necessary government permits.  We will also compete with numerous other fuel sources, especially in the transportation sector, including gasoline, diesel fuel, natural gas, electricity and battery power.

We may be required to collect sales and other taxes.  New excise taxes may be imposed on the sale and production of renewable hydrogen by federal and state taxing authorities, suppressing sales.  New government tax regulations may require that we as the supplier be responsible to collect those excise taxes, increasing our costs and risks.  We expect to file quarterly sales tax returns with the State of California. 

We cannot assure that we will earn a profit or that our renewable hydrogen fueling stations will be accepted by consumers.  Our business is speculative and dependent upon acceptance of our renewable hydrogen fueling stations by consumers.  Our operating performance will be heavily dependent on whether or not we are able to earn a profit on the sale of our hydrogen fuel.  We cannot assure that we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

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If we were to lose the services of our key personnel, we may not be able to execute our business strategy.  Our success is substantially dependent on the performance of our executive officers and key employees.  The loss of any of our officers or directors would have a material adverse impact on us.  We will generally be dependent upon Paul Staples, Richard Capua, Paul Dillon, James Provenzano, W. Woodland Hastings, and Glenn Rambach, for the direction, management and daily supervision of our operations. 

We have only one independent director.  Currently, the members of our board of directors are Paul Staples, Paul Dillon, Alexander Kolb, Richard Capua, James Provenzano, W. Woodland Hastings, Glenn Rambach, and Dr. Woodrow Clark II.  Only one of our directors, Alexander Kolb, is considered an "independent director," as defined under Financial Industry Regulatory Authority, Inc. ("FINRA") listing standards and Nasdaq Marketplace Rules.  Currently we do not have any committees of the board of directors.  We plan to form audit and compensation committees in the future, but need to add one or two independent directors with financial acumen before we can form those committees.

There is no minimum capitalization required in this offering.  We cannot assure that all or a significant number of shares of common stock will be sold in this offering.  Investors' subscription funds will be used by us as soon as they are received, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business.  Management has no obligation to purchase shares of common stock.  If we raise substantially less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements.  We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us.  Under such circumstances, investors in our common stock could lose their investment in us.  Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions approach the maximum amount.

Our public reports to shareholders initially will contain less information than reports by more mature public companies.  Upon the completion of this offering, we may elect to become a public reporting company under the Securities Exchange Act of 1934, as amended, and thereafter publicly report on an ongoing basis as an "emerging growth company" under the reporting rules set forth in the Exchange Act. If we elect not to do so, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not "emerging growth companies", and our stockholders could receive less information than they might expect to receive from more mature public companies.

We determined the price of the shares arbitrarily.  The offering price of the shares of common stock has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value.  We cannot assure that price of the shares is the fair market value of the shares or that investors will earn any profit on them.

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us.  We are authorized to issue up to 490,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.  We have the right to raise additional capital or incur borrowings from third parties to finance our business.  Our board of directors has the authority, without the consent of any of our stockholders, to cause us to issue more shares of our common stock and preferred stock.  Consequently, shareholders may experience more dilution in their ownership of us in the future.  Our board of directors and majority shareholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock splits, recapitalizations, and similar transactions without the consent of our other shareholders.  We may also issue net profits interests in HyGen Industries.  The issuance of additional shares of capital stock or net profits interests by us would dilute shareholders' ownership in us.

We cannot assure that we will pay dividends.  We do not currently anticipate declaring and paying dividends to our shareholders in the near future.  It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our capital base and marketing.  Prospective investors seeking or needing dividend income or liquidity should therefore not purchase shares of our common stock.  We cannot assure that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.

Our principal shareholders own voting control of HyGen Industries.  Our current officers, directors, founders, and principal shareholders currently own a total of 9,900,000 shares of our common stock or 99% of the total issued and outstanding capital stock of the Company.  Our principal shareholders will

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own approximately 70.7% of the outstanding votes assuming that 4,000,000 shares of common stock are issued pursuant to this offering.  These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock.  This concentration of ownership may not be in the best interests of all of our shareholders.

We cannot assure that a public trading market for our common stock will ever be established.  At present, there is no active trading market for our securities, and we cannot assure that a trading market will develop.  Our common stock has no trading symbol.  In order to obtain a trading symbol and authorization to have our common stock trade publicly, we must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority ("FINRA"), of which there is no assurance, before active trading of our common stock could commence.  If our shares of common stock ever publicly trade, they may be relegated to the OTC Pink Sheets or an Alternative Trading System (an "ATS").  The OTC Pink Sheets and ATS' provide significantly less liquidity than the OTC-QB and OTC-QX Markets, or the NASDAQ automated quotation system, or NASDAQ Stock Market.  Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original price or at any price.

INVESTMENT SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular.

HyGen Industries, Inc.

HyGen Industries, Inc. ("HyGen," "we," "us," "our," or the "Company") is a California corporation formed in August 2014 initially to develop and build, in co-operation with the California Energy Commission ("CEC"), three renewable hydrogen fueling stations as part of the State of California's Advanced Clean Car ("ACC") program.  With the signing into law of Assembly Bill ("AB 8"), the State of California has guaranteed to provide sufficient hydrogen infrastructure to accommodate the 2015 roll-out of hydrogen fuel cell electric vehicles ("FCEV").  AB 8 expands on the Zero Emission Vehicle ("ZEV") Action Plan which the Governor's Office released in February 2013.

California's hydrogen infrastructure program proposes $20M in annual funding for hydrogen stations through 2020.  HyGen secured a three station award from Program Opportunity Notice-13-607 ("PON-13-607") in November 2013.  We intend to participate in all future Program Opportunity Notices ("PONs") and plan to leverage knowledge, gained from our successful proposal, to obtain additional grants whenever the opportunity arises.

Under the terms of HyGen's PON-13-607 award, the CEC would grant up to $5.3M in funding toward the cost of three renewable hydrogen fueling stations in Orange, Pacific Palisades and Rohnert Park, California, and up to $100,000 per annum per station for operation and maintenance costs for three years.  Based on our progress to date, our actual CEC grant is expected to be approximately $5,250,000 (with no further reductions), and our annual operating grant will be $60,000 for each station that commences operation by October 31, 2016, and zero for stations commencing operations after that date.  In December 2014, we signed contracts with the stations in Orange and Rohnert Park, California.  In March 2016, we received CEC permission to replace the station in Pacific Palisades, with whom we could not reach agreement, with a station in North Hollywood, California, with whom we signed a definitive contract in March 2016.  We believe that the CEC funding will allow us to establish our brand of clean renewable hydrogen with minimal financial risk to us and our investors.  As FCEVs achieve market acceptance, we believe we will be able to access capital markets and deploy second generation systems to meet anticipated increased demand for hydrogen fuel.

Our mailing address is 11693 San Vicente Boulevard, Suite 445, Los Angeles, California 90049. We do not currently have physical executive offices.  Our website address is www.hygen.com and our e-mail address is admin@hygen.com.

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