HyperSciences, Inc. Form 1-A Filed 2018-04-30

2,604,166 SHARES OF COMMON STOCK INTO WHICH THE SERIES A PREFERRED STOCK MAY CONVERT*

*The Series A Preferred Stock is convertible into Common Stock either at the discretion of the investor or automatically upon effectiveness of registration of the securities in an Initial Public Offering. The total number of shares of the Common Stock into which the Series A Preferred Stock may be converted will be determined by dividing the Original Issue Price per share by the conversion price per share. See “SECURITIES BEING OFFERED” at page 52.

We are offering a minimum number of 651,042 shares of Series A Preferred Stock and the maximum number of 2,604,166 shares of Series A Preferred Stock on a “best efforts” basis.

**The Company has engaged SI Securities, LLC to serve as its sole and exclusive placement agent to assist in the placements of its securities. The Company will pay SI Securities, LLC in accordance with the terms of the Issuer Agreement between the Company and SI Securities, LLC, attached as Exhibit 1 hereto. If the placement agent identifies all the investors and the maximum amount of shares is sold, the maximum amount the Company would pay SI Securities, LLC is $750,000 and Series A shares equaling $500,000. This does not include transaction fees paid directly to SI Securities, LLC by investors. See “Plan of Distribution and Selling Securityholders” for details of compensation and transaction fees to be paid to the placement agent on page 57.

HyperSciences, Inc. (the “Company”) expects that the amount of expenses of the offering that it will pay will be approximately $815,000, not including commissions or state filing fees.

The Company is selling shares of Series A Preferred Stock. Investors who invest less than $50,000 in this offering will be required to grant a proxy to vote their shares to SI Securities, LLC; see “Risk Factors” and “Securities Being Offered – The Proxy” at page 57. If the maximum offering amount is sold, the beneficial ownership of the Company held by SI Securities, LLC would be approximately one and four-tenths percent (1.4%) of the Company based on the Series A shares equaling $500,000 to be paid to SI Securities, LLC as partial compensation for its position as placement agent, even if all investors in this offering invest less than $50,000 and are subject to the foregoing proxy.

The Company has engaged The Bryn Mawr Trust Company of Delaware as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors, and assuming we sell a minimum of $2,500,000 in shares, may hold a series of closings at which we receive the funds from the Escrow Agent and issue the shares to investors. The offering will terminate at the

earlier of: (1) the date at which the maximum offering amount has been sold, (2) one year from the date upon which the Securities and Exchange Commission qualifies the Offering Statement which this Offering Circular forms a part, or (3) the date at which the offering is earlier terminated by the Company in its sole discretion. In the event we have not sold the minimum amount of shares by the date that is one year from this offering being qualified by the Commission or sooner terminated by the Company, any money tendered by potential investors will be promptly returned by the Escrow Agent. The Company may undertake one or more closings on a rolling basis once the minimum offering amount is sold. After each closing, funds tendered by investors will be available to the Company. The offering is being conducted on a best-efforts basis.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. 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 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.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

The following summary of certain information contained in this Offering Circular is not intended to be complete in itself. The summary does not provide all the information necessary for you to make an investment decision. You are encouraged to review the more detailed information in the remainder of the Offering Circular.

As used in this Offering Circular, unless the context otherwise requires, the terms "Corporation," “Company,” "HyperSciences," “HSI,” "we," "our" and "us" refer to HyperSciences, Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

HyperSciences (HSI) is a platform technology company that has created a commercial hypersonic propulsion system that we are initially commercializing for three key industries – tunneling, energy drilling, and drone flight delivery systems.

HyperSciences has successfully developed what we believe to be the world’s fastest commercial projectile launch systems. When fully developed, we plan to robotically deliver packetized energy at Mach 4 to 8, which is 4 to 8 times the speed of sound (3000-6000 mph). To date, our systems have achieved projectile speeds of Mach 3.6. We are able to accomplish this amazing performance using the first commercial ram-accelerator.

HyperSciences is channeling its portfolio of patented and patent-pending hypervelocity technologies toward the most challenging problems in tunneling, energy, terrestrial transportation, and materials production. We believe our technologies provide improved operational speed, resource access and large cost-savings versus traditional methods. See “Description of Business – Technology”. We believe each major industry we plan to tackle (tunneling, energy drilling, and drone flight systems) is ripe for a revolutionary change in efficiency and economics, and that our precise, automated hypervelocity accelerators are the answer. See “Description of Business – Competitive Landscape”.

We first applied this ground-breaking rocket science to drilling. HyperSciences was selected to participate in the Shell Oil GameChanger™ Program. As stated on Shell’s website, “Shell’s GameChanger program works with start-ups and businesses on unproven early-stage ideas with the potential to impact the future of energy. [The GameChanger program] provide[s] companies with support, expertise and seed funding, while they maintain the independence to make their own decisions.” ( https ://www.shell.com/energy-and-innovation/innovating-together/shell-gamechanger.html). Through the GameChanger program, HyperSciences participated in three phases of contracted development and testing of HyperDrill™ from October 2014- March 2017. HyperSciences met or exceeded all success criteria and now plans to demonstrate this hypersonic drilling technology in field trials. Although HyperSciences’ participation in the GameChanger program concluded in March 2017 and no additional contractual engagements between HyperSciences and Shell exist as of the date of this Offering Circular, the Shell Agreement (a redacted version of which is attached to this Offering Circular as Exhibit 6.10) requires ongoing obligations on the part of HyperSciences. See “Risk Factors” and “Description of Business – Shell Agreement”.

When fully developed, our hypersonic tunneling/mining and drilling systems will each incorporate our core ram-accelerator propulsion systems known as HyperCore™, which is made up of three major components. The first component of the HyperCore™ system is a robotically automated launch tube system, the second consists of numerous consumable/recyclable projectiles, and the third is a commercial low-cost propellant (for instance, natural gas and compressed air). As the system is launched in a tunneling or mining application, the projectile is accelerated to provide near meteor-like energy depositions with laser-like precision directed into the ground. Following the impact with the ground, all material including the projectile and the rock face is pulverized and quickly removed from the area. Periodically, the area is robotically cleared of all debris. All the while, the system continually resets and robotically fires again and again to achieve the required penetration performance. In energy drilling applications (e.g. Geothermal), the planned system will recycle every few seconds deep underground, and cuttings will be continually transported conventionally, such as in water-based drilling mud in the tube. Fundamentally, the kinetic energy involved in each projectile impact strikes with a dynamic pressure 10-100x the rock strength and we believe the robotic speed of the system can exceed up to 10X the performance of conventional drilling rates within a wide range of the hardest rock conditions, and exceed the penetration performance of any drill, which we believe may open new opportunities in deep geothermal deposit access. See “Description of Business – Geothermal Drilling Market”.

Our tunneling/mining and drilling systems based on HyperCore™ and consumable projectiles will be commercialized using an “Equipment as a Service” (EaaS) model. We believe this approach radically changes the economics of selling equipment within these established industries by deriving revenue primarily from consumable projectiles rather than equipment sales. See “Description of Business – Strategy”. With this EaaS business model, every few moments our leased HyperCore™ units will launch our proprietary consumable projectiles. These projectiles will be made available to consumers for purchase in bulk from HyperSciences. We plan to sell our proprietary consumable projectiles above cost and users of our HyperCore™ systems, in normal operation, will require many consumable projectiles. Therefore, we expect the drilling, tunneling and civil infrastructure rock breaking business to be a high volume, high margin consumables business.

Our drone flight launch system, called HyperDrone™, is different than our industrial rock breaking systems, but consists of similar components used in HyperCore™, namely the automated tubular launch system and commercial propellant. The main difference is that the projectile, which acts as a recyclable-casing, is designed for on-demand, rapid, and potentially stealth deployment of an aerospace payload during the most critical part of any mission– the boost phase. The tubular Ram accelerator system can vary its length and propellant feeds to offer lower payload acceleration, for easy compatibility with commercial off-the-shelf electronics at acceleration levels (“G-loads”) similar to or even less than dropping a cell phone on the floor. Because of the energy involved in each launch, we are able to loft payloads, such as compact high-altitude drone, up to the desired altitudes on momentum alone. We believe extreme high-altitude delivery, such as over 50km high with substantial remaining velocity at altitude, can be achieved with excellent accuracy, on-demand, through any atmospheric conditions. We believe this hypersonic launcher may enable new opportunities for the atmospheric flight community and may allow us to pursue licensed partnerships with space launch companies (EnergeticX, Pipeline2Space) for first stage boost. We expect it to be a scalable, repeat, and high-margin business for HyperSciences. See “Summary of Offering – Our Products – HyperDrone™” and the EnergeticX License Agreements.

We believe that by utilizing HyperCore™ our clients will achieve game-changing operational speed, ease of use, resource access and large cost-savings.

HyperSciences’ key technology is the HyperCore™, a system that utilizes low-cost chemical energy to accelerate projectiles to very high velocities. We plan to market our products via an Equipment-As-A-Service model, supported by sales of consumable projectiles for use in all HyperCore™ based systems. The following main applications utilize the HyperCore™ technology:

HyperCore™ 100 is the 100mm (4”) inner tube bore diameter version of the HyperCore™ system, which can be employed by customers in many different ways, including vertical or horizontal integration into existing equipment to enable rapid and efficient energy deposition , such as rock breaking, for their projects.

Figure : HyperCore™ 100mm Automated Ram Accelerator system development system.

Hyper Tunneling and Mining system (HTBM™) is our robotic mining and tunneling solution that uses continuous hypervelocity repetitive projectile impacts in a way that we believe drastically improves performance (speed), eliminates dangerous explosives, and reduces high capital and operating costs over traditional rotary tunneling boring machines (TBMs) and drill and blast methods. See “Description of Business – Competitive Landscape”. This version of HyperCore™ will have some ancillary equipment specifically developed for underground tunneling and mining, including robotic steering and acoustic damping.

Figure : Drawing (and photo) of HyperCore™ in our Hyper Tunnel Boring and Mining system (HTBM™)

HyperDrill™ is a downhole energy drilling solution that is compatible with existing drilling systems, improves performance, and reduces cost.

Figure : Images of HyperCore™ planned application to a.) Energy Drilling Rigs. B.) HyperCore™-100 and c.) Deep HyperCore™-20mm for Augmented Rotary Drilling

Energy Anywhere™ Geothermal leverages our high-speed drilling and patent-pending scalable direct thermoelectric power generation technologies to provide a cost-effective solution for baseload power operations. See “Description of Business – Geothermal Drilling Market”.

Figure Planned Geothermal Energy “Anywhere” concept combines use of deep, low-cost HyperDrill™ with Silicon-based Thermo Electric Generators (TEGs) for energy electrical generation.

HyperDrone™ is a land or sea-based high altitude drone launch service for communication, Earth observation, and hypersonic propulsion testing markets. Encapsulated inside HyperSciences proprietary projectiles and flow through our on-demand modified HyperCore™ tubular launch system. A modified HyperCore™ allows a tailored G-load profile for communication equipment and aeronautical drone platforms (helium balloons, solar-winged vehicles, SCRAMJET test vehicles, etc.) to quickly punch through the atmosphere and be delivered to extreme altitudes (stratosphere, etc.). HyperDrone™ systems are scalable because both the length and diameter of the launch system can be modified to adjust to different launch requirements. Based on U.S. Government research in Project HARP, we believe the kinetic energy imparted by the HyperCore™ launch system is sufficient to rapidly deploy systems beyond 50km from the launch point. We believe this capability will allow for on-demand, pop-up information systems, and robust safe travel of drone systems through lower rough, windy, unpredictable atmosphere and to a specified point in the sky. Unlike repetitive impact rock-breaking applications of HyperCore™, HyperDrone™ will likely involve less frequent launches of high value payloads. Consequently, we plan to structure HyperDrone™ pricing to allow for a higher per-projectile profit margin. Existing aerial communication systems employing high-altitude balloons or unmanned aircraft cannot remain airborne indefinitely. HyperDrone™ is intended to facilitate the launch and recurring deployments necessary to maintain

these aerial systems. HyperSciences believes the development of this technology will be a component to filling the missing communication link between orbital satellites and low altitude drones.

HyperSciences is currently focused on and has a portfolio of intellectual property, patents, rights and licenses for ram accelerator operations for terrestrial activity under 100km altitude including drilling, tunnel and atmospheric flight below 100km altitude. HyperSciences does not currently have the right to use ram accelerator technology for flight over 100km or for orbital spaceflight. However, because HyperSciences has advanced the practical operations of commercial ram accelerator-based hypersonic launch systems, management believes a licensing partnership with companies such as EnergeticX or Pipeline2Space could allow HyperSciences to expand the scope of its launch capabilities to include first stage lofted boost for orbital flight. Use of a ram accelerator for first stage launch would eliminate complex and expensive rocket flight and we believe it would reduce the cost for orbital space flight.

Our mission is to profitably channel our hypervelocity technologies to enable new and improved transportation (such as hyperloop tunnels & new flight), new materials production, and “Energy Anywhere™” power to improve our standard of living here on Earth.

HyperSciences is the exclusive licensee (below 100km mean sea level) of the foundational ram accelerator technology and owns several issued and pending patents.

HyperSciences was selected to participate in the Shell GameChangers™ Program. This resulted in winning three phases of contracted development and testing of HyperDrill™ from October 2014- March 2017.

HyperSciences commissioned its HyperCore™ systems demonstrating field operations of smooth bore ram accelerator technology in an underground mine in 2015.

April 2016 demonstrations with Shell at SWRI (Independent Test Facility) of Mach 5.9 multi-shot HyperDrill™ performance.

US Federal Export Licensing: October 20/21, 2014, HyperSciences received US State Department and US Department of Commerce an EAR99 determination: “HyperDrill is not subject to the jurisdiction of the Department of State” and that “No license is required for export to most destinations.” ¹

¹ Other implementations and embodiments of HyperSciences’ technology have not received such explicit determination by the Department of State.

Maximum of 2,604,166 shares of Series A Preferred Stock of the Corporation are being offered for sale in this Offering (the "Shares"), including 2,604,166 shares of Common Stock into which they may convert.

The proceeds from the sale of Shares in this Offering will be deployed as unrestricted working capital of the Corporation. The proceeds from the sale of Shares in this Offering will also be used for product development, marketing, compensation expenses of management and other service providers, costs of the Offering, and other ordinary operating expenses of the Corporation, as necessary. The Corporation reserves the right to change the use of proceeds if management believes it is in the best interests of the Company.

We will have significant discretion as to the use of the proceeds from this Offering. The details of our plans are set forth in our “Use of Proceeds” section.

²See the section titled “Dilution” for a discussion of outstanding convertible notes, outstanding warrant, the equity incentive pool and other dilution information.

Our business is subject to several risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

We have a limited operating history and a history of losses and may never achieve or maintain profitability.

We are reliant on the successful development of our own proprietary technology and products.

We are spending time and resources with no contractual commitment from our potential customers.

We may be unable to protect our proprietary technologies and defend our intellectual property rights.

Existing license agreements impose restrictions and requirements that limit HyperSciences’ ability to exploit and commercialize its intellectual property.

Competitive technologies could limit our ability to successfully deploy our technologies.

We are currently dependent on a few key personnel, and loss of one or more key personnel and/or a failure to attract and retain other highly qualified personnel in the future could harm our business.

Certain uses of our technology may be subject to regulation by the Environmental Protection Agency and other federal and state governmental authorities.

The purchase of the Shares involves a high degree of risk. We encourage you to carefully review and consider the subsequent section of this Circular entitled "RISK FACTORS" and to seek such professional advice to assist you as you feel is desirable or appropriate.

This Offering involves a high degree of risk. The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. In addition to the other information set forth in this Memorandum, the following risk factors should be considered carefully in evaluating the Corporation and our business before purchasing any of the Shares.

The report of our independent auditors contains an explanatory paragraph as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

The Corporation has only a limited operating history and has a history of losses. We may never achieve or maintain profitability.

The Corporation was formed as a Delaware corporation on October 13, 2014, and has received revenue relating only to the Corporation’s contracts with Shell Oil (Phase 1: $250,000; Phase 2: $550,000; and Phase 3: $280,000). We expect to incur operating losses until our technology trials have concluded and contracts are signed with customers. Although we believe there is reason to be optimistic, there can be no assurance that we will be able to validate or market our technology, products and/or systems in the future such that additional revenues will be generated or that any revenues

generated will be sufficient for use to become profitable or thereafter maintain profitability. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so. HyperSciences has incurred a net loss in the last two fiscal years, and has had limited revenues generated since inception. There is no assurance that we will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the shares.

The Corporation needs capital to achieve its technology development and business goals.

We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and revenues generated from sales, of which there is no assurance, may not be sufficient to fund our continuing operations and/or our planned growth. We will require significant amounts of capital to support our research and development efforts. If we are unable to secure capital to fund our operations, we will not be able to continue our testing and development efforts and we might have to enter into collaborations that could require us to share rights to our product candidates to a greater extent than we currently intend. We will require additional capital after this offering. We may seek to sell additional equity or debt securities, or both, or incur other indebtedness. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing research, development and commercialization efforts. This could harm our business, prospects and financial condition.

Any additional capital raised through the sale of equity (or convertible debt securities) will dilute the ownership percentage of our stockholders. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of stockholders. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

The Corporation is reliant on the successful development of its own proprietary technology and products.

The Corporation is in the process of developing its own proprietary technology and products. The success of developing new technology and products depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, the Corporation’s ability to manage the risks associated with new product production ramp-up issues, and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. The development of methods for the use of HyperCore™ and other HyperSciences technologies is highly innovative and involves very complex processes. HyperSciences has successfully run its non-automated ram accelerator systems (100mm bore) up to 1250m/s (Mach 3.6). The University of Washington has successfully operated its smooth bore ram accelerator system up to 2900 m/s (Mach 8.5). HyperSciences has tested at contract gun test facilities (Southwest Research Institute - SWRI) at velocities up to 1950 m/s (Mach 5.9). HyperSciences plans to develop its commercial HyperCore™ systems to operate with projectiles at speeds that exceed its current demonstrated levels (>1250 m/s).

This level of innovation involves potentially significant expense and carries inherent risk, including difficulties in designing next-generation technologies and processes, potential development and production delays, safety concerns, and increased expenses. Our inability to effectively and timely develop our proprietary technologies and products and to develop the necessary quality controls and production capacity for our technology and products would have a material adverse effect on our business. Some technologies are relatively new and unproven.

Some of HyperSciences’ technologies and planned products are relatively new and unproven such that the use of these technologies could not produce the expected or intended results, and unforeseen results could occur.

The Corporation is spending time and resources with no contractual commitment from our potential customers.

Although we are incurring ongoing costs and expenses in relation to the ongoing development and testing of our technologies and products, the Corporation currently has no signed customer contracts.

The nature and scope of our products and services will be evolving in response to customer input and marketplace demand. The Corporation's business model is therefore subject to change.

Our future success will depend on our ability to (i) develop and deploy our products and services; (ii) attract customers to use our products and services; (iii) enhance our products and services; (iv) develop and license new products and systems that address the increasingly sophisticated and varied needs of our customers; and (v) respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. Failure to develop products and services that serve our target markets or failure to adjust to changes within our marketplace could have a material adverse effect on our business, results of operations and financial condition.

The Corporation relies on intellectual property rights it has licensed and additional intellectual property it has developed. The Corporation may be unable to protect its proprietary technologies or defend its intellectual property rights and may be subject to claims that its products or the way in which it conducts its business infringes the intellectual property rights of third parties.

We believe that our success will depend in large part upon proprietary technologies and intellectual property protections. We intend to rely on a combination of patents, trademarks, trade secret laws and contractual obligations with employees and third parties to obtain and protect our proprietary technologies and intellectual property. The steps we have taken to protect our rights may not be adequate to deter misappropriation of our proprietary information. We also may not be able to detect unauthorized use of and take appropriate steps to enforce our intellectual property rights. In addition, the laws of some foreign countries may not protect our proprietary rights as fully or in the same manner as do the laws of the United States. Also, despite the steps taken by us to protect our proprietary rights, others may develop technologies similar or superior to our hypervelocity technologies and/or design around the proprietary rights we own. It is possible that our license agreements could be terminated, which could limit or prevent HyperSciences’ practice of some or all of the inventions identified in “Description of Company – Intellectual Property” at page 29.

It is possible that our activities, products and services could infringe certain third-party intellectual property rights that we are currently unaware of, which could open HyperSciences up to potential civil liability. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property or acquire licenses to the intellectual property which is the subject of the asserted infringement. If we are unable to successfully enforce our intellectual property rights, or if claims are successfully brought against us for infringing the intellectual property rights of others, such events could cause us to pay substantial damages, cause us to lose a key competitive advantage, force us to conduct additional research to develop non-infringing technology or cause us to have to pursue a different business strategy.

Certain intellectual property rights of the Corporation may be abandoned or otherwise compromised if the Corporation does not obtain additional capital.

The Corporation may be forced to allow certain deadlines relating to its patent portfolio to pass without taking any action because it lacks sufficient funds to pay for the required actions. Specifically, certain international filing deadlines are quickly approaching as of the date of this Offering Circular and the Corporation lacks sufficient funds to pay the government and legal fees associated with making such filings. Additionally, certain U.S. provisional patent applications are scheduled to expire and the Corporation could lose its priority date with regard to the subject matter of such provisional applications in the event the Corporation lacks sufficient funds to pay the applicable government and legal fees

Competitive technologies could limit our ability to successfully deploy our technologies.

Existing technologies or new technologies that are subsequently developed and released, may render HyperSciences’ technologies obsolete or prevent adoption in the relevant industries. Such competition could adversely affect our business and market share.

Certain uses of the Corporation’s product offerings may be subject to regulation by the Environmental Protection Agency and other federal and state governmental authorities.

Just as with existing tunneling, mining, energy drilling and flight industries, regulations or other restrictions may be adopted that adversely affect our business and market share. Federal, state and local authorities may regulate the use of our product offerings, including, but not limited to, any effects on the following matters:

Storage, treatment and disposal of petroleum products and substances which are regarded as hazardous under applicable laws or which, if spilled, could reach waterways or wetlands;

Protection of human health, plant life and wildlife, including endangered and threatened species;

The effects, if any, that use of our products has on groundwater quality and availability.

Some contemplated implementations of our technology may be subject to regulation by the United States Department of Commerce and Department of State. If future implementations of our technology require an export license or additional government approval for export, we intend to pursue such licenses and approvals from applicable government authorities.

Existing license agreements impose restrictions and requirements that limit HyperSciences’ ability to exploit and commercialize its intellectual property.

Each investor should fully read that certain Exclusive Patent License Agreement between HyperSciences and University of Washington dated March 13, 2015, (the “UW License Agreement”) which is included as Exhibit 6.6 to the Offering Statement of which this Offering Circular is a part, as well as the license agreements with EnergeticX.net, LLC (“EnergeticX”) dated May 19, 2015, which are included as Exhibit 6.7 and Exhibit 6.8 to the Offering Statement of which this Offering Circular is a part. The UW License Agreement only grants rights to HyperSciences in relation to activities and products under 100km MSL (the “Von Karmen Line” at 100km is utilized as one international definition of outer space). University of Washington (“UW”), pursuant to the UW License Agreement, may (1) terminate the license grant upon the occurrence of a breach by HyperSciences; (2) pursue patents covering the “baffle-tube ram accelerator technology” included in the UW License Agreement that would be owned by UW and outside the license grant to HyperSciences in any country in which HyperSciences chooses not to actively pursue patent protection for such inventions; and (3) require mandatory sublicensing in fields of use that Company is not actively pursuing if UW is solicited by a third party who wishes to license the “Licensed Patents”. HyperSciences also must comply with performance milestones relating to commercialization of the “Licensed Patents”, is required to submit periodic commercialization reports, and must pay certain annual, milestone and royalty fees to UW. UW also obtained 25,000 shares of common stock in HyperSciences and has certain anti-dilution rights as described in the section titled “Dilution”.

HyperSciences and EnergeticX have entered into two separate license agreements dated May 19, 2015, granting to EnergeticX certain rights in specified patent assets owned by HyperSciences. EnergeticX has exclusive rights to the “Licensed Patents” for applications at or above 100km MSL (outer space). Additionally, in the event of certain events involving Mark Russell and the Company (as described briefly in the “Description of Business” section at page 30), EnergeticX would have a non-exclusive license to the “Licensed Patents” for the purpose of applications below 100km MSL.

The Shell Agreement imposes “most-favored-customer” price restrictions and a springing limited license grant to fulfill its product needs in the event HyperSciences cannot deliver such products.

HyperSciences must make efforts to ensure that the net effective prices payable by Shell and/or its affiliates for “Products” (as defined in the Shell Agreement ) are no greater and on terms no less favorable in the aggregate than those charged to any other customer for equivalent products. Additionally, under the continuity of supply requirements of the Shell Agreement , in the event HyperSciences is unwilling or unable to supply “Products” upon commercially reasonable terms and timing, Shell and its Affiliates have a springing license, under HyperSciences’ Intellectual Property Rights, to make and supply, or have made and supplied by a third party, the “Products” until such time as HyperSciences is able to fulfill “Products” requests by Shell and its Affiliates. In other words, Shell and its Affiliates may make and supply HyperSciences proprietary products (or have third parties do so) without compensation to HyperSciences in the event HyperSciences is not able to fulfill orders on a “commercially reasonable” basis (additional information is available in the “Description of Business” section at page 31).

Mark Russell may have other time demands relating to EnergeticX and Pipeline2Space, Inc.

EnergeticX (and its majority-owned company, Pipeline2Space, Inc.) has entered into a license agreement with the University of Washington for the same patent assets as those covered in the HyperSciences UW License Agreement, but the EnergeticX license grants rights for applications above 100km MSL (i.e. spaceflight applications). In order to maintain its license with UW, EnergeticX must perform certain activities relating to commercialization of the technology (the “Required EnergeticX Activities”). The disinterested director of the Corporation has approved Mark Russell to be engaged in the Required EnergeticX Activities, which may limit the amount of time he devotes to the Corporation.

Changes to the global technology environment may negatively impact our business and our profitability.

Our products and services are intended to make conventional drilling faster and more cost effective. We expect the industry and market to continue to change significantly in the future. Demand for oil, gas, and mineral products and the cost of those products may cause the customers that we target to reduce the demand for our products and services or the price they are willing to pay for our products and services.

New, well-funded competitors are entering market, which may adversely affect our business.

Technology solutions and theories applicable to drilling, tunneling, mining and hypervelocity travel have recently seen increased media coverage. For instance, the Boring Company, which is owned by billionaire Elon Musk, has engaged in significant advertising efforts and may achieve commercial success. Elon Musk is a successful entrepreneur with a history of disrupting the online payment, automobile, and space launch markets. Future competitive technologies developed by The Boring Company and other companies such as Boeing or Lockheed could seriously harm our business and have a material adverse effect on our business, results of operations, and financial conditions.

We may face intense competition in our industry from companies with a more established reputation and greater financial resources than us.

The oilfield services industry as well as the other industries in which we compete or plan to compete are highly competitive, and most of our potential competitors have greater financial resources than we do. Many of our potential competitors have been in business for many years and have well-established business contacts with companies that may be target customers of HyperSciences. Competitors may enter markets served or proposed to be served by us, and we may not be able to compete successfully against such companies or have adequate funds to compete effectively.

Risks generally associated with our technology may adversely affect our business and results of operations.

Our products could experience future system failures and degradations. We may not be able to prevent an extended system failure due to a variety of events, including, but not limited to, human error; subsystem, component, or software failure; a power or telecommunications failure; an earthquake, fire, or other natural disaster or other act of God; hacker attacks or other intentional acts of vandalism; or acts of war. Any technology or communications system failure that

interrupts our operations could seriously harm our business and have a material adverse effect on our business, results of operations, and financial condition.

Firing projectiles at such high velocities to break rocks involves a significant potential risk to the safety of humans and property. In the event of a system malfunction, or even in the course of the normal use of a ram accelerator, catastrophic events are possible. Therefore, risk of significant liability for HyperSciences is possible. In order to protect against such potential liability, HyperSciences has processes and safety systems engineered into its designs and also will likely continue to purchase liability insurance, which is and could be continually costly to the Company or may not be available. Insufficient insurance coverage or major catastrophic events could expose the Company to enough liability to negatively affect the Company’s business operations or could possibly render the Company insolvent.

Our success depends, to a large degree, on our ability to retain the services of our executive management team, whose industry knowledge and leadership would be difficult to replace. While members of our executive management team are stockholders of the Corporation (in the case of Mark and Charles Russell, through EnergeticX as well as individually ), and thus have an incentive to help the Corporation succeed. We cannot legally require any of these individuals to continue working for us and cannot assure investors that we will continue to enjoy the benefit of their services.

We might not be able to execute on our business model if we were to lose the services of any of our key personnel. If any of these individuals were to leave the Corporation unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successor develops the necessary training and experience. Competition for hiring engineers, sales and marketing personnel and other qualified personnel may result in a shortfall in recruiting and competition for qualified individuals could require us to pay higher salaries, which could result in higher labor costs. If we are unable to recruit and retain a sufficient number of qualified individuals, or if the individuals we employ do not meet our standards and expectations, we may not be able to successfully execute on our business strategy and our operations and revenues could be adversely affected.

We have not commissioned a formal market study to assess the demand for our products and services.

We have not requisitioned a formal marketing study by an independent marketing organization to evaluate the demand for our anticipated products and services. Our assessment of the demand for our anticipated products is based on the experience of our executives, discussions with potential customers and our general knowledge of the marketplace. Our assessment may not be accurate and there may not be sufficient demand for our anticipated products and services.

The Company has not obtained an independent valuation; the Company’s Board has granted stock options based on the Board’s determination of fair market value.

We have not obtained an independent valuation of the Company and did not use the results of an independent valuation in determining the price of this Offering. Therefore, it is possible the price per share of Series A Preferred Stock is above, equal to, or below fair market value. The Company’s Board has previously granted stock and stock options pursuant to its 2015 Equity Incentive Plan without obtaining an independent valuation, with the most recent grant of stock occurring on February 28, 2018, at a Board-determined fair market value price of $0.025 per share.

Investors who invest less than $50,000 in the Company will be required to sign the Investor Proxy Agreement, which will grant an irrevocable proxy to SI Securities, LLC to vote their shares of Series A Preferred Stock and any shares of Common Stock they receive if the shares of Series A Preferred Stock are converted at a later date. Furthermore, transferees of the investors party to the agreement are obligated to also become parties to the agreement. Investors who invest more than $50,000 will not be required to sign the Investor Proxy Agreement. For more information regarding the agreement, see the “Investor Proxy Agreement” section at page 56.

Holders of shares of our Series A Preferred Stock must vote their shares to approve of certain future events, including our sale.

Holders of our Preferred Stock, including holders of Series A Preferred Stock, and certain key holders of our Common Stock, will be subject to a drag-along provision related to the sale of the Company. In the event the Company’s Board and the holders of a majority of the Company’s voting stock vote in favor of a sale of the Company, and you do not approve the sale, the President of our Company will have the power to vote your shares (including shares held by proxy by SI Securities, LLC) see “Securities Being Offered – Series A Preferred Stock – Voting Rights” below. Specifically, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this Offering. Our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure by our management to apply these funds effectively could have a material adverse effect on our business or delay the development or commercialization of our product candidates. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value.

We may need to raise additional capital, which might not be available or might be available only on terms unfavorable to us or our investors.

We may need to raise additional capital through private equity or debt in the near future. If we were to raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of our then-existing stockholders. For example, in order to raise equity financing, we may decide to sell additional shares of stock in the Corporation at a discount to the current price of the Shares. We might not be able to raise additional capital on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our operations, pursue growth opportunities or respond to competitive pressures. Such inability could have a material adverse effect on our business, results of operations and financial condition.

There is no formal public market for the Shares and no such market can be expected to develop following completion of this Offering. The Shares have not been registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except in accordance with all applicable securities laws and the terms of the investment documents pursuant to which the Shares are being offered. Sales by Affiliates of the issuer, as that term is defined under the regulations of the Securities and Exchange Commission, are subject to additional restrictions. Purchasers of the Shares must be prepared to bear the economic risk of an investment for an indefinite period of time since the Shares cannot be sold unless they are subsequently registered or an exemption from registration is available. The Corporation has no intention of registering the Shares in the short term.

Your shares, regardless of whether you invest less than $50,000 or more than $50,000, will be subject to transfer requirements and restrictions, including a right of first refusal granted first to the Company and second to other investors, and a co-sale right granted to other investors, along with certain notice requirements. Prior to transferring shares to most third parties, the Company will have the right to purchase all or some of your shares that you intend to transfer. In the event the Company does not want to purchase all of the shares you wish to sell, then a secondary refusal right is granted to all other investors to purchase their pro rata share of the offered securities. Further, all investors shall have the right to participate pro rata in a proposed transfer to most third parties. Finally, all sellers will be subjected to certain transfer restrictions, including a requirement to provide notice to the Company prior to the sale to transferees and a “Market Stand-off” agreement in the event of a proposed public offering. See the discussion of “Restrictions on Transfer” within

the “Securities Being Offered” section of this Offering Statement. These requirements may delay or limit your ability to transfer your shares and delay or limit the ability of the third-party transferee to transfer their shares in the future, or require you and third party transferees to incur additional costs to effectuate a share transfer. Further, transferees will be required to sign onto the same agreements as the original investors (including the Investor Proxy Agreement if the original investor invested less than $50,000) and will also be subject to the restrictions in those agreements. Accordingly, the market price for our Series A Preferred Stock could be adversely affected.

There is no certainty that you will receive a return of or on your investment.

The Corporation may be unsuccessful at developing its products and services and generating revenue with its current business model. If the Corporation is not successful at implementing its business model, purchasers of the Shares will not realize a return of or on their investment. As a result of the uncertainty and risks associated with the Corporation's operations, investors may lose their entire investment in the Shares.

Voting control is concentrated in the hands of a small number of shareholders. Even if the shares were not subject to the proxy discussed above, you would not be able to influence our policies or any other corporate matter, including the election of directors, changes to our Company’s governance documents, expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. Some of the larger stockholders include, or have the right to designate, executive officers and directors of our Board. These few people and entities make all major decisions regarding the Company. As a minority shareholder and a signatory to the Investor Proxy Agreement, you will not have a say in these decisions.

There are three directors of the Company, Mark Russell, Charles Russell, and Mike McSherry. Mark Russell and Charles Russell are brothers and exercise majority control over decisions made by the Board of Directors.

Forum Selection clauses in the Transaction Agreements may lead to inconvenience or cost to you.

The Subscription Agreement (Exhibit 6.2 to this Offering Circular), Investors’ Rights Agreement (Exhibit 6.3 to this Offering Circular), Right of First Refusal and Co-Sale Agreement (Exhibit 6.4 to this Offering Circular), and Voting Agreement (Exhibit 6.5 to this Offering Circular) (collectively, the “Transaction Agreements”) have forum selection provisions. These provisions require all disputes arising out of or based upon the Transaction Agreements to be resolved in a federal court located in Spokane County, Washington, regardless of convenience or cost to you, the investor.

The Forum Selection clause in the Amended and Restated Bylaws may lead to inconvenience or cost to you.

Unless the Company consents in writing to the selection of an alternative forum, and regardless of convenience or cost to you, the investor, the Amended and Restated Bylaws of the Company (Exhibit 2.2 to this Offering Circular) state that the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Amended and Restated Certificate of Incorporation or Bylaws or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine.

Dilution means a reduction in value, control or earnings of the shares the investor owns.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. Occasionally, strategic partners are also interested in investing at an early stage. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders, early employees, or investors from prior financings, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in the offering.

In addition to dilution that is expected with any early-stage company, for HyperSciences, the University of Washington has anti-dilution rights pursuant to the UW License Agreement such that it will be issued additional shares of common stock in HyperSciences so that the University of Washington’s share ownership equals one-half of one percent (0.5%) of the total number of shares of HyperSciences outstanding, assuming the exercise or conversion of all securities convertible into shares, up to the point where $2,000,000 of new equity securities are issued by HyperSciences. $870,533.57 of convertible note investments have already been converted to common stock in the company, and there is currently only one convertible note that remains convertible to stock in HyperSciences in the amount of $36,170.55. This convertible note may convert into Series A Preferred Shares (at either 85% or 80% of the price per share of this Offering, based on the amount of time needed to close this Offering). Therefore, the number of shares issued at the time of closing the first $1,093,295.88 in this Offering will determine the additional amount of common shares UW is awarded pursuant to their anti-dilution rights. If the convertible note converts to Series A Preferred Stock at 85% of the Offering price, UW will obtain an additional 4,527 (for a total of 29,527 shares of common stock owned by UW), and if the convertible note converts to Series A Preferred Stock at 80% of the Offering price, UW will obtain an additional 4,530 (for a total of 29,530 shares of common stock owned by UW).

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing s tockholders , giving effect to full conversion of all outstanding stock options and warrants, and assuming that the shares are sold at $3.84 per share. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

Table Compare Price of Shares: Existing Shareholders vs. New Shareholders ($3.84 / share)

*Subject to repurchase rights according to applicable restricted stock purchase agreement.

***These totals do not include (i) shares issued to SI Securities, LLC (5% of shares issued to “Prospects” in this Offering), (ii) additional University of Washington shares (described above in this section), (iii) shares issued in exchange for the single outstanding convertible note in the amount of approximately $36,170, or (iv) any shares issued in exchange for conversion of other outstanding but non-convertible notes as described in note (3) below.

The $3.84 price per share for this Offering takes into account the full Equity Incentive Pool of 1,500,000 under the 2015 Equity Incentive Plan, as amended, even though the equivalent of only 611,167 common shares are currently outstanding from the Equity Incentive Plan.

$2,500,000 of the 2015-2017 Convertible Notes (plus accrued interest) remain outstanding but are neither convertible nor in default as of the date of this Offering Circular. These notes continue to accrue interest at 8% and may be declared due and payable by the note holders holding more than 50% of the aggregate outstanding principal amount of the notes, including The W Fund (the “Majority Investors”) at their sole discretion. The Company has entered a side letter agreement with the Majority Investors in those convertible notes, wherein the holders agree not to declare the notes due and payable by the Company for so long as the Company is actively pursuing or marketing this Offering with SI Securities, LLC. See Exhibit 6.9 “Convertible Note Side Letter Agreement”. It remains possible that the Company will reach an agreement with the Majority Investors in those Convertible Notes to convert the outstanding notes into Series A Preferred Stock at a mutually agreeable discount rate, in which case the investors in this Offering would be further diluted. See Note 4 to both the “Interim Financial Statements” and “Financial Statements” Section of this Offering Circular.

The number of shares relating to the Common Stock Issued from 2/28/18 Note Conversion and the Warrant to Lee & Hayes, PLLC differ in this table from the numbers in the 2/28/18 resolutions of the Board of Directors of the Company due to an erroneous calculation of principal and interest (and subsequently, the number of shares issued) for stockholder Bob Bayer. The Board of Directors of the Company intends to make future resolutions to clarify that error and list the correct number of shares issued in connection with the 2/28/18 note conversion and the warrant to Lee & Hayes, PLLC.

Another important way of looking at dilution is the dilution that happens due to future actions by the Company. The investor’s stake in a Company could be diluted due to the Company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the Company’s employees or marketing partners. In other words, when the Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger Company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, or an angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company).

The type of dilution that hurts early-stage investors most occurs when the Company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

In June 2017 Jane invests $20,000 for shares that represent 2% of a Company valued at $1 million.

In December, the Company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the Company but her stake is worth $200,000.

In June 2018, the Company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the "down round"). Jane now owns only 0.89% of the Company and her stake is worth only $26,660.

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a "discount" to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a "price cap" on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a "down round" the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the Company has issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

The net proceeds of a fully subscribed offering to the issuer, after total offering expenses and commissions will be approximately $ 9,170,000 , depending on the final commission paid to SI Securities, LLC. HyperSciences plans to use these proceeds as follows:

In the event this Offering is fully subscribed, HyperSciences intends to use the proceeds as follows. Please see “Plan of Operations” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Approximately $2,300,000 ( 25.08 % of net proceeds) to manufacture an inventory of up to twenty robotic HyperCore™ units for revenue-producing leasing activities.

Approximately $1,400,000 ( 15.27 % of net proceeds) to perform key joint industry testing of HyperDrill™ and HTBM™.

Approximately $2,500,000 ( 27.26 % of net proceeds) to develop and test HyperSciences technology in relation to hypersonic launch of payloads for communication, Earth observation, and hypersonic propulsion testing markets.

Approximately $2,300,000 (25. 08 % of net proceeds) will be allocated, at the discretion of the Company, for the following purposes:

Payment of officers of HyperSciences and expansion of the HyperSciences team, in order to achieve shareholder milestones. This includes a total estimated head count of 17 personnel and the associated supported equipment.

Key research and development for other applications of our patented hypersonic technology, such as HyperDrone™ and licensed activities for launch services.

Marketing efforts to inform potential clients of our technology and various applications

Expanding outreach efforts to potential customers by trade shows, demo days, and sales meetings.

Application into government grants, and industry partnership programs (ARPA-E, Department of Energy, Department of Defense, etc).

Approximately $362,000 (3.95% of net proceeds) for payment of debt, as outlined below.

The remaining amount of the net proceeds (approximately $308,000 or 3.36% of net proceeds), will be deployed as unrestricted working capital.

In the event this Offering is subscribed to 50% of the maximum offering amount (resulting in $4,545,000.00 in net proceeds to the Company), HyperSciences intends to use the proceeds as follows. Please see “Plan of Operations” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Approximately $1,145,000 (25.19% of net proceeds) to manufacture an inventory of up to ten robotic HyperCore™ units for revenue-producing leasing activities.

Approximately $643,000 (14.15% of net proceeds) to perform key joint industry testing of HyperDrill™ and HTBM™.

Approximately $1,250,000 (27.50% of net proceeds) to develop and test HyperSciences technology in relation to hypersonic launch of payloads for communication, Earth observation, and hypersonic propulsion testing markets.

Approximately $1,145,000 (25.19% of net proceeds) will be allocated, at the discretion of the Company, for the following purposes:

Payment of officers of HyperSciences and expansion of the HyperSciences team, in order to achieve shareholder milestones. This includes a total estimated head count of 10 personnel and the associated supported equipment.

Key research and development for other applications of our patented hypersonic technology, such as HyperDrone™ and licensed activities for launch services.

Marketing efforts to inform potential clients of our technology and various applications

Expanding outreach efforts to potential customers by trade shows, demo days, and sales meetings.

Application into government grants, and industry partnership programs (ARPA-E, Department of Energy, Department of Defense, etc).

Approximately $362,000 (7.96% of net proceeds) for payment of debt, as outlined below.

In the event this Offering only closes with the minimum subscription of $2,500,000 (resulting in $ 2,232,500 in net proceeds to the Company), HyperSciences intends to use the proceeds as follows:

Approximately $120,000 ( 5.38 % of net proceeds) to manufacture at least one robotic HyperCore™ unit for testing and revenue-producing leasing activities.

Approximately $540,000 ( 24.19 % of net proceeds) to continue development and demonstration of the HyperCore™, a fully automated single stage robotic ram accelerator utilizing hypersonic velocity. We will first test our fully automated 100mm variant of HyperCore™.

Approximately $350,000 ( 15.68 % of net proceeds) to allocate between development and demonstration of the HyperDrill™ and HTBM™.

Approximately $250,000 ( 11.20 % of net proceeds) to perform key joint industry testing in order to market HyperSciences technology.

Approximately $600,000 ( 26.88 % of net proceeds) to payment of officers of HyperSciences and expansion of the HyperSciences team.

Approximately $362,000 (16.21% of net proceeds) for payment of debt, as outlined below.

The remaining amount of the net proceeds (approximately $10,500 or 0.47% of net proceeds for the minimum subscription), will be deployed as unrestricted working capital and may explore licensed activities for launch services.

The Company may close the offering without receiving sufficient funds for all planned and residual uses set out above. If the net proceeds to the Company from the offering are insufficient to support all planned and residual uses outlined above, the Company will reduce the number of hires to account for only key personnel, reduce the planned market outreach, and likely may reduce the research to only two products (HyperCore™ and HyperDrill™).

The Company, in its sole discretion, may choose to repay the following outstanding debts owed to third parties:

Hossam Elbadawy Unpaid Contract Compensation – Invoice Updated 3/4/2018: $22,850.00.

Other Accounts Payable (including outstanding debt owed to EnergeticX.net, LLC): ): Approximately $50,000

EnergeticX.net, LLC is funding current operations of HyperSciences on an as-needed basis, in the amount of approximately $20,000 per month. HyperSciences will repay a portion or all of this future debt out of proceeds of the Offering or through non-cash consideration such as stock in the Company.

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company and nothing in the foregoing limits or otherwise restricts the Company’s actual use of proceeds.

EnergeticX.net, LLC, a Washington limited liability Company (“EnergeticX”), was formed on February 2, 2010, for the purpose of developing and commercializing technologies relating to the Ram Accelerator (RAMAC), which we believe to be the world’s fastest projectile technology. The RAMAC, first invented and tested at the University of Washington, has been demonstrated with industrial gases (natural gas, air, etc.) propelling low-cost concrete, plastic and metallic projectiles up to hypervelocity speeds (2.5+km/s, Mach 7.2+ or greater than 6000 mph) and is theoretically capable of firing past 8 km/s (Mach 23+; or greater than 18,000 mph).

HyperSciences was formed to focus on non-spaceflight applications (i.e. below 100km Mean Sea Level (MSL) of Earth – also known as the Von Karman Line) of the RAMAC technology, and Pipeline2Space, Inc., a Nevada corporation that is majority-owned by EnergeticX, is an entity that focuses on spaceflight applications (at or above 100km MSL) of the RAMAC technology.

EnergeticX is owned by Mark Russell (CEO/Founder/Director of HyperSciences), Charles Russell (VP/Director of HyperSciences), and Mary K. and Robert L. Russell (parents of Mark and Charles Russell). EnergeticX is the majority stockholder of HyperSciences, Inc. See “Description of Business – Intellectual Property” and Exhibits 6.7 and 6.8 for additional information regarding the EnergeticX license agreements with HyperSciences. EnergeticX is also funding current operations of HyperSciences on an as-needed basis.

Since its formation, HyperSciences has been partially funded for the development and testing of the HyperDrill™ through a non-equity, sponsored research contract with the Shell GameChanger™ Program. HyperSciences has also accepted $2,957,072 in convertible note funding from angel investors from 2015 through December 31, 2017, and has accepted other loans as described in the “Use of Proceeds to Issuer” Section above.

HyperSciences is channeling its patented and patent-pending commercial repetitive hypervelocity rock impact and robotic automation technologies toward some of the most challenging problems in energy, transportation, materials production, and flight. HyperSciences’ HyperCore™ technology uses low-cost chemical energy to accelerate projectiles to very high velocities, allowing projectiles to break and pulverize hard rock very efficiently under a wide range of conditions. HyperSciences is commercializing its robotic HyperCore™ tools for HyperDrill™ and Hyper Tunneling Boring and Mining system (HTBM™), using continuous hypervelocity repetitive projectile impacts downhole for energy drilling and a high-speed replacement for drill and blast mining and rotary tunneling.

Along with system integration expertise, HyperSciences excels in two technical areas: Hypersonic propulsion Driver technology (RAMAC accelerators) and the Driven projectile encapsulation and hydro-elastic hypervelocity impact modeling technology. HyperSciences’ fundamentally superior approach to rock breaking uses the power of V² through repetitive short-duration impacts with hyper-velocity, erodible projectiles (Mach 4-6 or 3500-4500 mph) impacting with dynamic pressure that is 10-100X greater than the compressive strength of the hardest rock, efficiently breaking and pulverizing rock faster and at lower cost than best-in-class rotary cutting or drill and blast technologies.³HyperSciences has achieved projectile velocities of Mach 3.6 using a single-stage ram accelerator and plans to continue improving the firing velocity and system automation using proceeds from this Offering. Contract facilities conducting testing for HyperSciences have achieved nearly Mach 5.9.

Figure : Testing at SWRI Southwest Research Institute of Mach 6, Projectile Impact Sequence into Granite.

HyperSciences’ RAMAC accelerator units combine simple, low-cost, available industrial propellants (Natural Gas / Diesel and air, etc.) in proprietary propulsion hypersonic driver systems. Along with advanced computational fluid dynamics modeling, HyperSciences has validated its low-cost projectile impact material science (concrete, granite, etc.) in pressurized tests as well as underground field tests. This focused energy produces short duration dynamic pressure pulses to break and pulverize the rock. We believe this approach is much faster, safer, and at lower cost than rotational methods of drilling and eliminates blasting.

With an exclusive license (below 100km mean sea level) on foundational ram accelerator technology, called Baffle Tube Ram Accelerator (BTRA), from the University of Washington and several patent assets (issued and pending applications), HyperSciences is uniquely positioned to commercialize its HyperCore™ technology.

HyperDrill™ – One of HyperSciences’ core products is HyperDrill™, a patented steerable repetitive impact downhole tool that is a substantial enhancement to, yet compatible with, existing drilling systems and its operation involves well-established practices. Management believes this non-intrusive “plug and play” approach reduces the time, cost and adoption friction for existing operators and service providers. HyperDrill™ offers 3-10X ROP (Rate of Penetration) drilling improvements over best in-class conventional rotary drilling in oil and gas and geothermal wells. Confirmed by third-party testing, HyperSciences saves over 50% in drilling rig days and can net savings to the operator of over $1.5M per well in traditional environments and $4-$7M per well in hard rock offshore environments, as well as improve IRR and NPV with very rapid access to resources.

³Objects in motion have kinetic energy. Kinetic energy is typically represented by the formula ½mv² where “m” is the mass of the projectile and “v” is the velocity of the projectile. The power of “V²” described above refers to the exponential increase in kinetic energy as the velocity of a projectile increases linearly.

Figure : Concept of Down-hole, steerable Augmented HyperDrill™ tool shown underground

We believe our HyperCore™ technology is a paradigm shift in energy access that will facilitate safer and faster mining and tunneling. The HyperDrill™ is designed to provide low cost, extremely fast robotic/remote underground repetitive impacts utilizing hypervelocity projectiles. We plan for these projectiles to be launched from our tubular ram accelerator-based HyperCore™ unit at speeds up to 2km/s (4500 mph) using simple industrial gases (Diesel/Methane/Air) as chemical propellants to achieve repetitive impacts every few seconds. HyperDrill™ performance is designed to allow low-cost access to deep energy, including both conventional oil and gas plays AND “Energy Anywhere™” deep EGS (Engineered Geothermal System) power generation.

HTBM™ – The HTBM™ system provides a compact, underground rock breaking solution for the mining and tunneling industries, with high energy deposition. Testing and analysis indicate up to thirty-five percent (35%) lower cost and up to 3-10x faster than conventional drill and blast methods. The HTBM™ provides remote control of tunneling/mining operations and eliminates the need for explosives, which we anticipate will increase worker safety and performance. This methodology was proven in Project REAM in the 1970s through government funding using conventional munitions. Among other advantages, HyperCore™ solves the cost problem associated with using conventional gun technologies and expensive, unsafe explosives to fire projectiles.

Figure : Drawing (and photo) of our Hyper Tunnel Boring and Mining system (HTBM™). Drawing includes rendering of how HyperCore™ units will be integrated

Near Surface Rock Breaking – We believe HyperCore™ technology provides the capability of dramatically reducing the cost and increasing the speed of near surface rock breaking. For example, we believe our approach can decrease the cost to excavate a foundation hole (1m x 10m) for an electrical transmission tower by over 30% and do so 5-10x faster than traditional drilling and blasting, based on testing by HyperSciences and testing at third party facilities (SWRI). Our technology also has applications for constructing foundations and large-scale rock removal. We refer to this near-surface rock breaking as HyperBreaker™ for tunneling, mining, foundations, and pile driving use-cases.

Energy Anywhere™ Geothermal – HyperDrill™ technology, coupled with the HyperScience’s patent-pending, scalable direct thermoelectrical power generation plant technologies, is designed to create a cost-effective total solution for baseload power operation that we believe will be superior to solar, winds and competitive with gas-turbine electric generation. HyperSciences, in one of its business segments, is developing a vertically integrated independent baseload power system with initial market focus on delivering turn-key power solutions for discrete mid to large scale energy (3MW to 300+ MW) users through development and deployment of its core technologies: HyperDrill™ and scalable geothermal electric plants.

Figure : Planned Geothermal Energy “Anywhere” concept combines use of deep, low-cost HyperDrill™ with Silicon-based Thermo Electric Generators (TEGs) for energy electrical generation.

During the two years ended December 31, 2017 and 2016, the Company had $362,782 and $354,890 in research and development expense, respectively.

HyperSciences has an exclusive license to certain “baffle-tube ram accelerator (BTRA) technology” and related patent assets pursuant to that certain Exclusive Patent License Agreement between HyperSciences and University of Washington dated March 13, 2015 (the “UW License”). Such exclusive rights are only for use of the technology below 100km Mean Sea Level (MSL) of Earth.

HyperSciences also has three issued patents in the United States and numerous pending applications covering its various technologies.

*These two applications have been allowed and will issue with new patent numbers when applicable fees are paid.

(1) Certain patent applications may go abandoned if the Company lacks sufficient funds to pay for legal and government fees associated with foreign and domestic patent application filing and prosecution of those applications. In some cases, foreign filing deadlines are due as early as May 2018. See “Risk Factor” Section.

HyperSciences has entered into two license agreements with EnergeticX in connection with the original formation of HyperSciences and the arrangement to allow HyperSciences to exploit ram accelerator technology below 100km MSL and EnergeticX (and its subsidiary Pipeline2Space, Inc.) to exploit ram accelerator technology at or above 100km MSL, which are included as Exhibit 6.7 and Exhibit 6.8 to the Offering Statement of which this Offering Circular is a part. The first license agreement between the two parties is an Exclusive Royalty Free Patent License Agreement for “Ram Accelerator Technology”, dated May 19, 2015, which grants to EnergeticX an exclusive, non-transferable, royalty-free license to certain patent assets owned by HyperSciences relating to ram accelerator technology, but only for fields of use above 100km MSL. The second license agreement between the two parties is a Non-Exclusive Patent License Agreement for “Ram Accelerator Technology”, dated May 19, 2015, which grants to EnergeticX a “springing”, non-exclusive, non-

transferable, royalty-bearing license to use certain patent assets owned by HyperSciences relating to ram accelerator technology below 100km MSL. However, this non-exclusive license only becomes effective if one of the following occurs: (1) there is a Change in Control of HyperSciences; or (2) Mark Russell is, without cause, terminated as an employee of HyperSciences or removed from HyperSciences’ board of directors. Each above-referenced license agreement is available for review and provided in the Company’s due diligence materials.

In connection with the Corporation’s involvement in the Shell GameChangers™ Program, the Corporation entered into a Cooperative Research Agreement with Shell dated October 24, 2014, and most recently amended on June 27, 2016 (collectively the “ Shell Agreement ”). In exchange for Shell’s non-equity funding, Shell receives the following benefits: (i) a first right to order products incorporating HyperDrill™ technology for a period of two (2) years from the commercial availability of such products, (ii) most favored customer pricing, (iii) continuity of supply requirements, subject to a “commercially reasonable” standard, but in the event HyperSciences is unwilling or unable to supply “Products” upon commercially reasonable terms and timing, Shell and its Affiliates have a springing license, under HyperSciences’ Intellectual Property Rights, to make and supply, or have made and supplied by a third party, the “Products” until such time as HyperSciences is able to fulfill “Products” requests by Shell and its Affiliates; and (iv) an annual “licensing fee”, based on revenue received by HyperSciences, on commercially reasonable terms and conditions to be negotiated, but not to exceed three times (3x) the amount received by HyperSciences from Shell under the Shell Agreement.

HyperSciences currently has no registered trademarks, but claims common-law rights in several marks including HyperSciences™ and all other marks designated with a “TM” symbol in this Offering Circular.

The HyperCore™ technology has opportunities in a multitude of industrial sectors, from oil and gas and geothermal drilling to construction site development and tunneling, mine drill and blast replacement as well as hypersonic atmospheric flight (e.g. drone flight and scramjet propulsion testing). The potential impact of HyperSciences’ technology in the energy drilling industry is dramatic. We believe HyperDrill™ technology alone could provide up to a $15.5 billion-dollar value over a 10-year period to the oil and gas industry.

Figure : Map of some valuable O&G Reservoirs in hard rock indicating (MMBOE:Million Barrels Oil Equiv)

Based on the HyperDrill™’s advance rate and cost of operations, we believe HyperDrill^™ technology could potentially save oil and gas mining operators up to a net of $1 million to $4 million per well, reducing time to resource and potentially opening resources thought uneconomical or unreachable with current technology.

In the mining industry, higher grade gold and silver deposits need to be mined rapidly during periods of higher commodity prices. Targeting deeper, lower-grade ore bodies requires more efficient techniques to control costs and maximize payback. Drilling, blasting, and hauling away broken rock is a low-cost but time-consuming process. These discrete serial processes can account for over 55% of underground mining time. Typical advance rates are only 10-20 feet per round (<100 ft/day), driving high the costs to reach deep ore bodies. Additionally, mine operators want to eliminate explosives and move to remote, more-continuous operations for purposes of safety and efficiency. Further, these improvements may enable operators to selectively pursue speculative metals and then await favorable pricing before extraction.

In the transportation context, Tunnel Boring Machines (TBMs) are designed and constructed for specific geological conditions with limited flexibility. About 25% of the world’s largest infrastructure projects include significant underground elements, according to the “Top 100 Infrastructure Report 2014” by KPMG. That number is expected to grow. Traditional tunneling machines are huge capital expenditures, costing tens to hundreds of millions of dollars and have limited maneuverability once deployed. For instance, the “Big Bertha” TBM was stuck on a transportation job in Seattle and sat for over 2 years waiting for repair.

HyperSciences has begun to execute on its long-term vision of developing turn-key micro-grid deep geothermal “Energy Anyway” multi-megawatt power systems. Enabled by HyperDrill^™, low-cost, deep drilling of 5-10km deep wells and coupled with HyperSciences’ novel scalable silicon-based Thermo-Electric Generator (TEG) plant design, we anticipate that HyperSciences will be able to deliver power systems at $3-5 million per Megawatt of potential generation installed, offering as little as $.05-$.07/kw-hour anywhere, based on earth’s average uniform thermal gradient (25–30 Deg C/km approx.). This could provide 24/7 baseload power at microgrid-level to server farms, rural power companies, mining, heavy oil and municipal power users with a new future in non-carbon energy.

HyperSciences is introducing a new and disruptive technology into a market space where several large competitors hold the greatest market share in construction equipment manufacturing and services. The threat of new entrants to these equipment giants is low because of the numerous barriers to market entry. HyperSciences technologies for drilling and blasting will bring innovation and competition to a market where a relatively few large competitors currently have significant market share and there is still room for emerging competition through new innovation that can drive dramatic production efficiencies.

Figure : Worldwide Market Share of Explosives and Global Mining Equipment Manufacturing

Tunnel boring machines (TBMs) are designed and constructed for specific geologic conditions, with limited flexibility. They cost hundreds of millions of dollars and have limited maneuverability once deployed. As a result, they are often buried in place once the project has been completed.

Traditional tunneling machines are huge capital expenditures costing hundreds of millions of dollars and have limited maneuverability once deployed. Big Bertha in Seattle got stuck and sat for over 2 years waiting for repair. Tunnel Boring Machines (TBMs) are designed and constructed for specific geologic conditions with limited flexibility. ^†“Top 100 Infrastructure Report 2014”, KPMG

The Hyper Tunnel Boring and Mining system (HTBM) is a continuous tunneling and mining process that uses hypervelocity projectiles propelled using HyperCore™ to break rock and perform tunneling and mining operations at rates that are expected to be greater than 5X the rate of penetration of conventional Drill and Blast techniques in hard rock. For a representative 7m x 10m (33 x 23 ft section), the chart below compares best in class rotary tunnel boring machine at a maximum of 20 m/day and drill and blast at 9 meters per day vs. HyperSciences’ capability of nearly 6X the ROP (Rate of penetration) of Drill and blast and over 2X over conventional rotary TBMs. Another two features of the HTBM system are (1) the ability to create non-circular geometries (Arched/vaulted ceilings with flat floors, eliminating a significant amount of wasted rock moved in transportation projects that use rotary TBMs, and (2) the ability to be a true modular system that is more agile and can fit into smaller areas compared to conventional equipment, which allows it to be extracted easier than conventional equipment upon completion of a tunnel fully recovering the machine and capital cost for re-use (albeit HTBMs are much lower cost than traditional TBMs).

Companies such as Caterpillar, Atlas Copco, Komatsu, and others have underground continuous rotary mining machines or offer conventional drilling and mucking systems for drill and blast. With Atlas Copco publishing a study demonstrating that mining productivity for drilling and blasting has actually declined rather than improved over the past decades due to additional time for safety as well decreased worker productivity.

Tunnel Boring Machines (TBMs) are very high capital equipment expenses. They require months to years of pre-planning, large assembly of systems. New entrants to the tunneling business, such as Elon Musk’s The Boring Company, are claiming 4 x improvement (TED Talk - https://youtu.be/zIwLWfaAg-8) simply by decreasing the diameter of the proposed tunnel x 2 (decreasing area by a factor of 4) as an entry point and then increasing time on with more automation and higher power. This will of course decrease the size of the TBM required, but limits the scalability of the projects. The Boring Company announced on April 17, 2018 a $100M+ investment into the Boring Company, primarily by Elon Musk. (https://pitchbook.com/news/articles/elon-musks-tunnel-boring-company-raises-113m)

HyperCore™ does not have this inherent limitation for scaling, as it is a matter of adding another HyperCore™ unit “tube” to substantially increase the rate of penetration.

Construction of medium (1m [3 ft]) to much larger (2-10 meter) diameter holes for the construction industry is completed by mechanized rotational equipment such as a Kelly rotary system with specialized rock bit that grind away for hours and days on hard and variable rock conditions.

Faster equipment, such as air-powered cluster hammers, are used on hard rock areas with reasonable effectiveness, but at much higher operating and capital equipment costs.

Figure : HyperCore™ System and projectiles in a limited introductory offering in cost and performance for near surface shafts vs. conventional Kelly Drill and Cluster Hammer solutions (Example: 1 m diam x 10m deep).

The chart above compares the estimated HyperCore™ vertical hole-making system cost and performance against best in class rotary and air cluster drilling systems against a unit hole diameter of 1meter (3 ft) x 10meters (33 ft) deep. The system cost and time scales generally with the area of the hole. However, again the HyperCore™ system can generally scale its performance by adding additional HyperCore™ “tubes” to the job.

Demand is driven by new infrastructure growth highly dependent on construction spending. The profitability of individual companies depends on efficient manufacturing operations, since customers are very sensitive to price. Because of the large capital investment required to produce heavy construction machinery, this segment of the market is served mainly by the large manufacturers. Smaller companies can compete effectively by producing equipment that has specialized applications, or that is relatively simple to make. The US construction machinery manufacturing industry is highly concentrated: the top 50 companies generate about 90% of industry revenue.

We expect HyperSciences will be positioned to break into this competitive market space with other, smaller equipment manufacturing and service suppliers with HyperCore™ and HyperBreaker™ by working with key manufacturers and equipment integrators to support integration of HSI’s technologies with existing chassis that currently perform well under sub-surface tunneling conditions.

The current World Market for oil and gas equipment is estimated at $139B, of which approx. $19B is the U.S. Market. The global oil and gas field equipment and services market is forecast to grow about 6% per year between 2015 and 2020, according to Lucintel market reports (http://www.lucintel.com). Leading demand drivers include production from shale gas reserves in the US and China and increased drilling and exploration activities in the Middle East and Africa.

Demand for equipment has been hurt by recent declines in oil prices. Pockets of weakness in the global economy, more stringent fuel efficiency regulations, and competition from renewables have reduced overall demand for oil. Meanwhile rich new reserves, particularly shale deposits, have created an abundance of supply. Reduced demand for oil combined with new sources of supply created a glut that resulted in a rapid decline in oil prices. As prices fell, so did rig counts. Between 2014 and 2015, average annual global rig counts declined 30%; North American rig counts fell by 45%.

The market for natural gas has been healthier. Global demand for natural gas is forecasted to rise 2.2% per year through 2019, according to the International Energy Agency (IEA). While industry experts expect natural gas to garner a rising share of the global energy market over the long term, in the short term natural gas production is likely to outpace consumption.

As wells get deeper and more complex, companies have increased R&D spending to develop more advanced products and improve existing ones. Some companies have increased R&D spending by as much as 40 percent in just the last few years. Increasingly harsh drilling conditions such as high pressures and temperatures, along with demand for complex horizontal drilling, are likely to continue to drive spending on R&D.

We believe HyperSciences is in a unique position to provide a new innovative drilling technology that capitalizes on future market growth and fits the needs of companies looking for new ways to accelerate access to oil and gas resources and address industry challenges noted in the following section.

Oil and gas extraction rates of penetration (“ROP”) achievable with conventional oil and gas wellbore drilling systems can be as low as 6 to 20 feet per hour. With thousands of feet of hole needing to be drilled to reach hydrocarbon-bearing targets, this can translate into weeks of slow drilling, dramatically increasing a well operator’s finding and development costs. Since over 100 of the world’s largest oil and gas fields are located in hard rock environments, we believe a tremendous opportunity exists for a business able to develop alternative drilling technologies that can achieve significantly higher rates of penetration under such conditions.

By enabling rates of penetration up to 80 feet per hour in challenging geologic environments, HyperDrill™ can reduce the total drilling time and cost necessary to access resources that are presently considered high-cost or even uneconomic. Evaluation of an onshore US resource play development well has led HyperSciences™ to believe HyperDrill™ can save 6 days of drilling time compared to current industry performance. We estimate this translates to $100,000 in cost savings per well after the expected incremental investment in HyperDrill™ technology has been recovered. With several thousand wells to be drilled in a single resource play, plus similar market potential in hard rock areas around the world, we believe the total addressable HyperDrill™ market may exceed $10 billion.

Figure : HyperSciences HyperDrill™ performance model analysis completed during Shell contract on-shore in U.S. Days and Dollars saved.

Recent evaluation of the vertical shaft market in just North America indicated $15 billion is spent annually with at least 30% of this total attributed to hard rock components of the shafts. Because these projects cannot afford to bring in large equipment due to operating cost, mobilization, etc., it can take several weeks to complete a single large vertical shaft in hard rock using conventional methods. Recent analysis of a project by a large equipment manufacturer to the vertical shaft industry showed that HyperBreaker™ technology could complete in less than 1 day what took up to six days for conventional methods. With potentially $5 billion in hard rock shaft advancement in just North America, we estimate the total addressable market in the hard rock shafts may exceed $500 million.

HyperSciences is conducting market studies on tunneling and underground mining to better understand the market opportunity that HyperBreaker™ provides. Based on the size of the mining and tunneling industries, we believe it is reasonable to expect the total market is similar to oil and gas. We estimate these two industries thus may provide another $5 billion potential addressable market.

In the pursuit of new oil and gas reserves to replace aging legacy fields, oil and gas operators are faced with drilling deeper, into harder and higher-pressured formations. At depth, the rate of penetration achieved by current systems decreases dramatically, often falling below ten feet per hour. With wells frequently drilled to depths of more than 20,000 feet, using drilling rigs costing up to $500,000 per day, this leads to uneconomical development costs for some resources.

We project that our HyperDrill™ solution will maintain significantly more of its performance even at depth and high pressure. For pure HyperDrill™ applications (only HyperCore™ firing and no bit rotation), this should result in up to 10-times faster penetration compared to conventional rotary drilling systems and up to 3X ROP for augmented HyperDrill™ applications that use a combination of rotary and HyperDrill™ impact, simultaneously to guarantee hole diameter specifications as required in certain locations.

Figure : HyperDrill™ Drilling Rate Performance vs. depth data (From analysis and Test) as developed by HyperSciences During Shell GameChangers™ Program

The current largest Oil and Gas competitors and their revenue by company are shown below:

Figure : Potential addressable Market assessment: Revenue by Company in Energy Service Sector

HyperSciences plans to enable low-cost, high-rate drilling in the extreme heat of deep geothermal wells, which are inaccessible with current technologies. The global market for geothermal power generation was nearly $13 billion in 2014 and is expected to reach $21 billion by 2020, increasing at a compound annual growth rate (CAGR) of 10 percent from 2015 to 2020.

New investments in clean energy exceeded $310B in 2014, and we expect it will continue to grow over the next decade. In 2015, the geothermal energy market outlook began trending up and received strong support globally as one of the cleanest, least environmentally disruptive, renewable energy sources.

Figure : New investments in Clean Energy (Source: Bloomberg New Energy Finance)

During the Paris climate talks in December 2015, the Global Geothermal Alliance received commitment to geothermal development from many emerging nations. The United Nations and IRENA pledged a five-fold growth in the installed capacity for geothermal energy production, supporting the prediction that global geothermal capacity could reach 32 GW by the early 2030s if countries follow through on geothermal investment and development pledges.

In 2014, the U.S. government authorized up to $8B in funding and government-backed loans through the Frontier Observatory for Research in Geothermal Energy (FORGE - http://energy.gov/eere/forge/forge-home) to develop and test new research and drilling technologies for Enhanced Geothermal Systems (EGS - http://energy.gov/eere/geothermal/enhanced-geothermal-systems-0). Technology and capability advancement for drilling likely will evolve more quickly in response to U.S. and Global efforts, for geothermal exploration. New investments in Clean Energy exceeded $310B in 2014 and will continue to grow for the foreseeable future.

The U.S. government’s Sandia National Laboratories manage the U.S. Geothermal Technology Development Program and have been working with companies, like Atlas Copco, to develop innovations in drilling technologies for deep-geothermal resources under difficult environmental conditions. HyperSciences believes its technology will be competitive because it eliminates complications associated with rotary drill bits by replacing bits with projectiles designed for instant disintegration on impact into drill cuttings.

HyperSciences has a unique opportunity to take advantage of available government funding and capture investors newly interested in efficiently accessing clean energy to continue to develop HyperDrill™’s capabilities for Geothermal drilling applications.

Geothermal resources are typically exploited using conventional petroleum or water well drilling techniques. However, the uniqueness of the geothermal resource often cause problems – problems that dramatically increase time and money spent on projects. For example, geothermal resources are often reached through hard rock, areas of high pressure and corrosive fluids, as well as high temperatures. HyperSciences’ unique RAMAC technology is designed to drive projectiles percussively through these tough environmental conditions to quickly and efficiently reach untapped geothermal resources, whether current petroleum and water well drilling techniques might be delayed or abandoned entirely.

Figure : HyperDrill™ predicted performance data .vs. best in-class rotary (Shell data publicly available)

Some notable competitors developing new technologies are FORO Energy, GA Drilling, and Particle Drilling Technologies. FORO Energy uses down-hole laser light to create thermal spallation to weaken or evaporate material. GA Drilling uses a plasma-based drilling technology. Particle Drilling Technologies uses abrasive jet impact drilling. These competitive technologies require substantial changes to the drilling process. HyperSciences’ systems are drop-in solutions that work immediately in the current ecosystem.

There is renewed interest in terrestrial Hypersonic flight in industry and government. Boeing and other major aerospace companies continue to develop the latest in hypersonic SCRAMJET airbreathing technology enabling a new class of flight vehicles for point to point flight, for example: LA to Tokyo in 1-2 hours.

NASA and other government agencies have test flown several new variants of hypersonic aircraft (X-43). However most of these technology demonstrators need a high-speed mothership (SR-71 blackbird) or are rocket-powered just to get them to propulsion starting velocity.

Figure : Artist renderings of NASA and government Hypersonic Airbreathing Test vehicles. Left : X-43 and right: DARPA/Raytheon Rocket Boosted Hypersonic technology demonstrator

HyperSciences combines the low cost of hyper-tunneling and in-tube ram accelerator propulsion capabilities within a new type of launch system. This system accelerates hypersonic air-breathing vehicles up to speed with a simple and robust ramjet system.

We see the developing SCRAMJET propulsion and hypersonic flight markets as symbiotic with our development of launcher systems for takeoff.

HyperSciences is strategically investing into different markets that include tunneling/mining, drilling, flight technologies and ultimately geothermal power production. These different potential streams of revenue economically harness the power that extreme velocity brings as well as help reduce the risk that is involved with lengthy contract times and industry-specific variability. In the next two to three years, we plan to pursue the following three significant revenue streams.

As a platform technology development company, the common development of HyperCore™ units and technology is intended to keep all terrestrial paths open for HyperSciences. We believe deep drilling, mining/tunneling and materials sciences, etc., all initially require similar HyperCore™ hypervelocity accelerators to break rock. Some embodiments of the HyperDrone™ flight technology may utilize longer systems with different projectiles. We anticipate HyperDrone™ systems will involve lower shot counts, but will charge more per projectile compared to rock-breaking applications of the HyperCore™ technology.

HyperCore™ Business Model: Our tunneling/mining and drilling systems based on HyperCore™ can be leased to our clients as an “Equipment as a Service” (EaaS) model. Typically, traditional rotational tunneling machines can cost tens of millions of dollars, but we are uniquely positioned to offer consumables performance based “ink/printer” or “razor/razor-blade” business model to the industry based on kinetic energy deposition to break rock instead of rotational energy as the primary method for rock breaking. Our contracts that combine the base lease of a HyperCore™ unit plus a fixed number of projectiles is modeled to start at approximately an aggregate of $150,000-$200,000 per unit per year, which includes thousands of projectiles for the first 2 years and moves to a fixed cost per 1000 projectile basis after an initial period. Basic operational training services would be included in such contracts.

This approach radically changes the economics of major established industries and the barrier to entry for established industries transitioning to a new technology. Because our drilling and rock breaking process is robotic, the equipment is quicker and more agile for size constrained areas. With this EaaS business model, our leased HyperCore™ units during tunneling/mining and drilling operation launch our proprietary consumable projectiles every few moments. The HyperSciences proprietary projectiles, which are required for the system to operate, would be bulk-purchased from HyperSciences by our customers beyond the amount included with the lease contract. For example, a typical 1,000-foot hole will require nearly 2500-5000 projectiles, which may have a direct cost (price) to our customer of approximately $5-$12 per shot including the projectiles and propellant costs depending on the application and location of operations and cost of propellants.

Our economic model estimates by the end of year 2 having 100 HyperCore units in the field and adding approximately 100 units per year in each of the following years with each unit being utilized annually at 30% given a 12-hour day in the hard rock industry firing approximately 2 projectiles per minute.

Geothermal Business Model: HyperSciences intends to prove that its proprietary technology will allow for the economical generation of energy via geothermal installations nearly anywhere on Earth – Geothermal Anywhere™. We are partnering with key industry leaders to pursue paid research projects with the Department of Energy (DOE) and ARPA as well as forming joint industry project partnerships (cost-share or fully funded by JIP partners) with major energy companies and major drilling service providers in the conventional and geothermal markets. These field tests in the joint industry contracts over the next one-to-two years (2018-2019) will allow us to not only further our product research and development with in-the-field testing, but also build important joint relationships and allow us to secure significant revenue. At the point of successful field trials, we believe the geothermal plant systems will have been matured and complete systems will be ready for operations. We are estimating first plant installations in seven megawatt increments starting in year 3 (2021) after full funding. The revenue model estimates an average of a $3,000,000 per megawatt installed cost using our HyperDrill system and our TEG Thermo-Electric Generator surface plant. We expect to be part-owner of initial installations and model in a cost-share for the installation costs at 10% ($300,000 per megawatt installed or $2,100,000 per install from HyperSciences as a partner and thus capture 10% royalty ($.0065/kw) of the ongoing estimated $.065/ KWhr revenue of the plant over its life. Starting in Year 3, we plan to grow to approximately 2-3 monthly seven megawatt unit new installations for drilling, well completions and plants installations as minority owners or royalty holders. Our geothermal cash flow model incorporates our initial cash flow predictions of HyperCore™ sales from Years 1-3. HyperSciences believes the discrete geothermal power plant opportunity overlaid with the HyperCore business model may provide substantial cash flow opportunities for the Company.

HyperVelocity Launch: With HyperSciences’ aerospace application projects such as HyperDrone™, we understand that our clients will require specific payload constraints such as desired altitude, mass, diameter, launch profile, etc. For these unique clients, we will provide each payload launch for a fix-price contract.

We believe these different projects should secure us with a projected significant revenue over the next 24-36 months and create a very valuable platform technology company.

Our business and technical management team is comprised of and led by veteran professionals from aerospace, drill tool manufacturing, oil and gas services, mining, and software industries and is comprised of the following individuals: Mark Russell, Mike McSherry and Charles Russell, Hossam Elbadawy and others. Please see page 49 for a brief summary of biographical information for each member of the Corporation's management team.

HyperSciences currently employs one (1) employee, who is employed full-time.⁴ At funding, HyperSciences intends to grow from its current primarily contract team into a larger team of incentivized full-time salaried employees.

The Company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

The Company’s primary assets are its intellectual property. The Company has a variety of non-material assets including equipment and a vehicle. No assets of the Company are subject to any major encumbrances. See “Equipment” section of Note 1 in the Financial Section of this Offering Circular for additional details.

⁴HyperSciences has previously employed additional employees, but now utilizes their services on a contract basis. Upon funding, HyperSciences intends to bring on some or all of these contractors as full-time employees. See “Use of Proceeds”

The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the Company’s financial statements and the notes presented herein. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above and other factors discussed in this prospectus.

During the two years ended December 31, 2017 and December 31, 2016, the Company had $0 and $419,375 in revenues, respectively. These revenues related to a single customer and the contracted projects had differing phases to be completed during 2016. There were no accounts receivable as of either year end.

The Company had net losses from operations of $1,251,357 and $1,193,379 during the years ended December 31, 2017 and December 31, 2016, respectively. These losses were largely attributed to research and development expenses as well as personnel expenses as the Company was in a development stage. Additionally, there was interest expense from outstanding convertible notes of $240,715 and $120,577 for the two years ended December 31, 2017 and December 31, 2016.

At December 31, 2017, the Company had negative working capital of $3,589,279, as compared to $2,494,903 at December 31, 2016. During the twelve months ended December 31, 2017, the Company experienced negative cash flow from operations of $997,531 and it expended $184,837 for investing activities while adding $1,070,000 of cash flows from financing activities. During the year ended December 31, 2016, the Company experienced negative cash flow from operations of $1,080,616, expended $56,223 in investing activities, and added $1,010,000 of cash flows from financing activities.

Cash used in operating activities was primarily a result of the Company’s net loss and partially offset by accrued interest and expenses during the two years. The cash utilized by investing activities related to some equipment purchases as well as activity involving patents, both pending and issued. Cash provided from financing activities for both years related to proceeds from convertible notes payable as well as a related party note payable in 2017.

The Company expects to continue to experience net operating losses during their development phase. Historically, the Company has relied upon investor funds to maintain its operations and develop the Company’s business. The Company anticipates raising additional capital within the next twelve months from investors for working capital and to execute its business plan, although the Company can provide no assurance that additional investor funds will be available on terms acceptable to the Company. If the Company is unable to obtain additional financing to meet its working capital requirements, it may have to curtail its business.

The Company has no current commitments for new capital expenditures. However, the Company has outstanding debt as described in “Use of Proceeds to Issuer” Section above, which the Issuer plans to repay using the proceeds of this offering.

HyperSciences has received approximately $500,000 per year in revenue in 2015 and 2016 during the 3-phase HyperDrill development and test program. Additionally, the Company has accepted investment (in association with prior convertible

note offerings) to continue the research, development and operations of the company. The Company received no revenue in 2017 and EnergeticX.net, LLC is funding current operations on an as-needed basis, in the amount of approximately $20,000 per month.

The primary use of proceeds for this financing is focused on the production, testing, leasing and projectile sales of the HyperCore™ systems. HyperSciences requires $10M over the next 24 months to carry out planned development, testing, prototyping, and commercialization activities. Please see “Use of Proceeds to Issuer”.

The above 21-month outlook spending profile assumes significant revenue source to come from the leasing of its HyperCore™ units and high-margin revenue from projectile sales, initially for the near surface rock breaking market with customers in excavation, infrastructure foundations and pile-driving and tunneling and mining demos. The use of proceeds section articulates use of proceeds only for use of direct proceeds from the financing.

Bring commercial underground HyperBreaker™ system to market (including mining/tunnel projects with captive customers)

Proof Test “Water” Demo Well(s): Significant system reliability and proof testing of HyperDrill™ for energy markets

Figure : HyperSciences Roadmap from late 2017 – 2020 Near Surface tunneling through future of deep engineered enhanced geothermal electrical generation using TEGs.

Q2, 2018; Complete final build of Build Automated HyperCore Units: (approximately $120,000 per unit)

Figure : HyperCore™ unit out in Field for mining technology demonstrations

Q2/Q3, 2018 Complete Field Trials of Near Surface HyperCore™ ($100,000: 20 x $5,000 / day trials)

Figure : Concept of using HyperCore™ in vertical orientation for near-surface foundations, wells and pilings

HyperSciences spent much of 2015 through 2017 focused on developing many aspects of HyperDrill™, for both conventional energy drilling and for deep geothermal drilling. Total system technologies have been developed, tested, analyzed and economically modeled in confidential partnership with major energy companies, international oil companies, and service providers. HyperSciences has not only demonstrated multi-shot deep high-pressure drilling capability at-scale for augmented HyperDrill™ (smaller hypervelocity projectiles working with a rotary drill bit), but also developed pressure capable system for both large and small scale HyperCore™ systems.

The price of oil and gas during the same term (2015-2017) has not allowed larger energy companies to spend their typical R&D budgets on externally developed technologies. HyperSciences will be focused for the near term (next 12-18 months) on the 100mm HyperCore™ system and the associated applications, starting with high value (high margin) near-surface rock breaking and expanding into other applications as the systems gain in operational maturity.

The HyperSciences™ team have developed the world’s smallest Ram accelerator system (12mm) diameter and developed the world’s longest 100mm system and the only industrial Ram accelerators in the world.

Subject to our export control processes, the Company is considering related technologies, services and markets,

such as the following related technologies and markets scaling from the world’s largest to smallest hyper- accelerator systems.

Scaling the System (Multi-Meter down to 100mm to 12.7mm and beyond Diameter systems)

Advanced Augmented Hyper-Drilling, spherical, cylindrical, shaped projectile with and without energetic and abrasive materials;

Low and high-speed Air, detonation, Powder & electromagnetic, etc. Ram accelerator low speed start, acceleration profile modifications and “start” technology exploration;

Exploration of business relationships with EnergeticX and Pipeline2Space for flight at or above 100km and orbital spaceflight.

Figure : Exploring HyperSonics Scaling: From the small (Photo: 12.5mm diameter Ram Accel projectile) to the very large HyperDrone™ and airbreathing hypersonic aircraft applications (Hypersonic Concept launch at Spaceport America).

Different applications theoretically require different projectile sizes, different accelerators, and potentially different bore diameters.

However, the Company has decided to initially focus on what we have determined is the most widely applicable size of Ram Accelerator for HyperCore™, the HyperCore-100™ system as its flagship system. It is very efficient as a rock breaking system for mining, tunneling, drilling, material science and hypersonic launch. The 100mm system will be used to tunnel bore at unprecedented rates, complete civil foundation rock breaking work, geothermal drilling testing as well as other aerospace applications.

Figure : HyperCore™ fits into multiple industries and systems to perform those jobs faster and more efficiently, similar to other common industrial engines.

Mark Russell and Charles Russell are brothers. Mary and Robert Russell are members of EnergeticX and parents of Mark and Charles Russell.

Mark has a Masters from Stanford University in Aero/Astro engineering, is a former lead engineer and manager for Blue Origin, Intel and Boeing Sea Launch. Mark has a long history of family mining development, particularly in North America’s deepest hard rock mineral exploration drilling and as an engineering director for large new mines in the precious and base metals sector.

Mark Russell was engineering director of St. Augustine Gold and Copper Corp, responsible for permitting, economics and Environmental impact for a 700 Million Ton Copper project from 2011-2013 (US & Philippines). Mark has led Ram accelerator developments for EnergeticX through filing first patents and testing on HyperDrill™ and HyperBreaker™ and then formed HyperSciences in 2014, leading it as CEO from 2014 to the present.

Kemper joined Fruci & Associates, a CPA firm, over 16 years ago as a recent graduate from the University of Washington. She is a certified public accountant (CPA), a certified fraud examiner (CFE), a certified information technology professional (CITP), and a chartered global management accountant (CGMA). She has served as the managing principal at Fruci & Associates for over 10 years. Her area of focus is working with public companies as their PCAOB auditor as well as working with companies looking for funding via Reg A, CF or D filings by providing audited or reviewed financials as well as consulting services. In her role as managing principal at her firm, she has performed a search for likely merger candidates and has successfully executed six firm acquisitions since 2010.

Operations Advisor - Raymond Kaminski (Being considered by HyperSciences for C-level role, CSO, COO, etc.)

Raymond is currently a Vice President at Goldman Sachs helping develop the future of digital banking and financial technology. Raymond holds both a Bachelors and Masters of Science in Engineering from University of Illinois and Missouri Science and Technology, as a former lead engineer for Boeing and NASA on the Space Shuttle and International Space Station program his innovations have granted him numerous awards in his field. Raymond has a history in the startup world as founding member of Honest Dollar by leading the company’s vision as the Direct of Product Development towards the one of the fastest and most talked about acquisition in Texas. Raymond brings to HyperSciences the strategy and business expertise required to support the world’s first company focused on hypervelocity applications.

Leading HyperSciences’ Houston developments, Hossam Elbadawy is a technical and business advisor to HyperSciences. He was a senior operating partner at Lime Rock Partners and former CEO of Tercel Oilfield Products, that he sold in May 2016. Prior to serving in these roles, Hossam spent nearly 17 years at Schlumberger, most recently as Vice President of Manufacturing. Earlier in his career at Schlumberger, Hossam managed the Company’s leading-edge Rosharon Technology Center and the Houston Product Center. He currently serves on the board of directors of GEO Dynamics, and TGT Oil and Gas Services. He is a graduate of Ain Shams University (B.S. in Mechanical Eng), Kellogg School of Management (MBA) and McCormick School of Engineering (M.Eng) at Northwestern University.

Dr. Knowlen is a Research Associate Professor at University of Washington for the past 10 years. In Seattle WA. Research activities are related to energy conversion, combustion physics, and hypervelocity propulsion relating to research programs on the ram accelerator hypervelocity mass driver.

Charles was one of the first investors in the commercialization of the RAMAC technology and is also a HyperSciences Director. His past experiences involve exploration, development, permitting and sales of mineral projects in Asia. Charles is responsible for managing HyperSciences remote testing facility and installation and controls of the RAMAC instrumentation. From 2011-2015, Charles has been the founder and president of RRPM, Radiant Rare and Precious Metals. Charles discovered a rare-earth deposit in Sri Lanka, explored, drilled and sold the property to a major Rare Earths company. Charles is currently President of Kong Bot, LLC a robotics development company located in Spokane, Washington and Bangkok, Thailand.

Mike is a serial entrepreneur and former CEO of SWYPE (mobile app) as well as other large communication platforms.

Mike is the CEO of Xealth and has held that role since January 2017. Xealth is a digital prescribing tool that lets doctors and care teams easily prescribe digital services (articles, videos, apps, programs, devices) to patients - just as they do for medications today. Xealth raised $8.5m from DFJ + Providence, UPMC, Hennepin & Froedtert health systems in June '17 to expand its platform to dozens of use cases and additional Provider health systems.

Rethinking healthcare with backing of 2nd largest hospital group in country Current Board member with Pacific Medical (PacMed), which merged with Prov in '14

* Invented Voice Ads, "Siri for Advertising". Using voice recognition in ads - multiple patents issued

* Signed biz dev deals with world's leading ad networks. Global top 10 brands launched campaigns

* Partner with leading media & content companies for search and content integration

The following table provides the annual compensation received by the three highest paid persons who were executive officers or directors during the Company’s last completed fiscal year:

The three directors of the Company received an aggregate total compensation of $0 for the Company’s last completed fiscal year. However, they each received 12 ,500 options.

For t he next 6 months Mark expects to earn nearly the same income he has for the past 3 years at approximately $200,000 annual salary. At point of funding and at the discretion of the board, a pay increase of approximately 25% may be authorized and bonus paid out based on sales and technical milestone performances met.

The other Executive compensation will be determined by the board. Salaries will be reasonable and typically expected to be less than the CEO compensation package.

The Members of the Board may be allowed to be compensated at $2500/month for their services

The CFO, Kemper Rojas of Fruci & Associates, is a contract position as a part-time CFO for the next 6-12 month, the fixed cost of $5000 per month, any hourly overages (up to 40% of services additional) may be paid in stock or stock options at the discretion of the board.

The following table, as of April 27 , 2018, identifies the voting securities of the Company that are owned by executive officers and directors, and other persons holding more than 10% of the Company’s voting securities, or having the right to acquire those securities.

The Company has entered into the following transactions in which management of related persons have an interest that are outside the ordinary course of our operations:

A Master Services Agreement and Master Testing Agreement between HyperSciences and EnergeticX, its parent and majority shareholder.

An assignment of patent assets by EnergeticX to HyperSciences in exchange for 2,800,000 shares of HyperSciences common stock and a license to the patents within a limited field of use.

Contracted services through MineLab LLC and Radiant Rare and Precious Metals (RRPM), companies owned by Charles Russell, who is a 20% owner of EnergeticX and a director of HyperSciences, Inc. Charles Russell also performed contracting services for the Company.

For additional information, please see Note 6 to the “Financial Statements” section of this Offering Circular.

The following statements do not purport to be complete and are qualified in their entirety by reference to the detailed provisions of the Corporation’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which will have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part.

For a complete description of HyperSciences, Inc.’s capital stock, you should refer to the Amended and Restated Certificate of Incorporation of the Company, its Amended and Restated Bylaws, and applicable provisions of the Delaware General Corporation Law.

Upon the completion of this offering, HyperSciences, Inc.‘s authorized capital stock will consist of 15,000,000 shares of Common Stock, $0.0001 par value per share, and 4,050,000 shares of Preferred Stock, $0.0001 par value per share, of which 4,050,000 of those shares are designated as Series A Preferred Stock.

Currently, 5,397,727 shares of common stock are outstanding. No Preferred Stock is outstanding.

Please see Note 4 to both the “Interim Financial Statements” and “Financial Statements” Section of this Offering Circular as well as the “Use of Proceeds to Issuer” Section of this Offering Circular for discussions on HyperSciences’ past convertible note offerings and the current status of such convertible notes.

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds, paid to the holders of Common Stock based on the number of shares held. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors, but excluding matters that relate solely to the terms of a series of Preferred Stock.

In the event of the Company’s liquidation, dissolution, or winding up, holders of its Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of all shares of then outstanding Preferred Stock.

Holders of the Company’s Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company’s Common Stock.

The Company has the authority to issue: 4,050,000 shares of Series A Preferred Stock, an amount sufficient for the current Offering as well as potential conversion of all outstanding convertible notes.

The Series A Preferred Stock sold in this offering will be entitled to receive dividends in preference and priority to any declaration or payment of any distribution on Common Stock, subject to a dividend rate detailed below.

Holders of Series A Preferred Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds. Dividends may only be declared by the Board of Directors and, when, as, and if, declared by the Board, such declaration must be approved by the affirmative written consent of holders of a majority of outstanding Series A Preferred Stock. Any and all dividends set aside or paid in any fiscal year shall be set aside or paid among the holders of the Preferred Stock then outstanding on a pari passu basis in proportion to the greatest whole number of shares of Common Stock which would be held by each such holder if all shares of Preferred Stock were converted to Common Stock pursuant to the Company’s Amended and Restated Certificate of Incorporation. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation unless (in addition to the obtaining of any consents required by the holders of a majority of outstanding Series A Preferred Stock) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the amount received by such other class or series of capital stock of the Corporation.

The investors in this offering who invest less than $50,000 will be required to grant a proxy to SI Securities, LLC, described in greater detail below under “Proxy”.

Each holder of the Series A Preferred Stock is entitled to one vote for each share of Common Stock, which would be held by each stockholder if all of the Series A Preferred Stock was converted into Common Stock. Fractional votes are not permitted and if the conversion results in a fractional share, it will be rounded to the closest whole number. Holders of Series A Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders as a single class with the holders of Common Stock, provided that in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation:

As long as 651,000 shares of Series A Preferred Stock are issued and outstanding, the Company or any of its subsidiaries shall not, without first obtaining the approval (by vote or written consent as provided by law) of the holders of a majority of the outstanding shares of Series A Preferred Stock, whether directly or indirectly by amendment, merger, consolidation, reorganization, recapitalization or otherwise:

alter or change the rights, powers or privileges of the Preferred Stock set forth in the Restated Certificate or Bylaws, as then in effect, in a way that adversely affects the Preferred Stock;

increase or decrease the authorized number of shares of Preferred Stock (or any series thereof);

increase or decrease the authorized number of shares in the Corporation’s Equity Incentive Plan;

increase or decrease the authorized number of directors set forth in the Bylaws;

authorize or create (by reclassification or otherwise) any new class or series of capital stock having rights, powers, or privileges set forth in the certificate of incorporation of the Corporation, as then in effect, that are senior to or on a parity with any series of Preferred Stock;

purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock as expressly authorized in the Company’s Amended and Restated Certificate of Incorporation, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; and

liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing.

In addition, the holders of Preferred Stock and certain key holders of Common Stock are subject to a drag-along provision as set forth in the Voting Agreement pursuant to which each holder of Preferred Stock, including holders of Series A Preferred Stock, agrees that, in the event the Company’s Board, the holders of a majority of the Company’s Preferred Stock, and the holders of a majority of the Company’s Common Stock vote in favor of a sale of the Company, then such holder of Preferred Stock and Common Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the Company, and deliver any documentation or take other actions reasonably required, amongst other covenants. In connection with such sale, no stockholder shall be held liable for the inaccuracy of any representation or warranty of anyone else other than HyperSciences, and may only be held liable up to the amount received by such stockholder in the event of inaccuracies made by HyperSciences. In most cases, the sale agreement will include an escrow set aside up front to cover such potential liabilities.

The President of the Company shall have a proxy and power of attorney for each holder of Preferred Stock and certain holders of Common Stock who fail to vote in favor of a sale of the Company described herein. This proxy is separate from and not designed to conflict with the voting proxy granted to SI Securities, LLC and described below.

Finally, in the Voting Agreement all investors agree to elect the directors designated as follows: (a) two directors shall be designated by the holders of a majority of the outstanding shares of Common and Preferred Stock (voting together as a single class); and (b) one director shall be the Chief Executive Officer of the Company or a designee of the Chief Executive Officer of the Company. The President of the Company shall have a proxy and power of attorney for each holder of Preferred Stock and certain holders of Common Stock who fails to vote in accordance with these provisions. Like the proxy described in the paragraph above, this proxy is separate from and not designed to conflict with the voting proxy granted to SI Securities, LLC and described below. If SI Securities, LLC fails to vote its proxy shares of Series A Preferred Stock in accordance with these drag-along and voting provisions, the Company’s proxy and power of attorney shall automatically apply to all such shares held in proxy by SI Securities, LLC.

In the event of the Company’s liquidation, dissolution, or winding up, holders of its Series A Preferred Stock are entitled to liquidation preference superior to holders of the Common Stock in accordance with the Company’s Amended and Restated Certificate of Incorporation. In the event of any liquidation event, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of the Common Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock held by them equal to the greater of (i) the liquidation preference specified for such share of Series A Preferred Stock plus all declared but unpaid dividends (if any) on such share of Series A Preferred Stock or (ii) the amount each share of Series A Preferred Stock would be entitled to receive if all shares of Series A Preferred Stock were converted into shares of Common Stock immediately prior to such event. If upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to Article V, Section 1 of the Company’s Amended and Restated Certificate of Incorporation.

The Series A Preferred Stockholders are entitled to a liquidation preference over common stockholders at the Series A Preferred Original Issue Price of $3.84 per share.

The Series A Preferred Stock is convertible into the Common Stock of the Company as provided by Article V of the Amended and Restated Certificate of Incorporation. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of HyperSciences or any transfer agent for the Series A Preferred Stock into that number of fully-paid, non-assessable shares of Common Stock determined by [New Conversion Terms – Series A Conversion Price (originally $3.84 per share)]. The Series A Conversion Price will be adjusted from time to time as described below under “Anti-Dilution Rights.”

In certain instances, the Series A Preferred Stock will be subject to an automatic conversion event in accordance with the terms of Article V, Section 3 of the Company’s Amended and Restated Certificate of Incorporation. These include a (i) the closing of the sale of shares of Common Stock to the public in conjunction with the listing of shares of Common Stock on a securities exchange or pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) in either case resulting in at least $2,500,000 in proceeds to the Company, net of underwriting discounts and commissions, and at a per share price of at least the Series A Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (ii) upon the receipt by the Company of a written request for such conversion. The Amended and Restated Certificate of Incorporation (the form of which is filed as an Exhibit to the Offering Statement of which this Offering Circular forms a part) provides that a majority of the holders of Preferred Stock voting as a single class and on an as-converted basis may make such request.

Until an initial public offering, the Company has the right of first refusal to purchase all or some of the shares from all holders of Preferred Stock and most holders of Common Stock, in the event such holders propose to transfer their shares, other than to certain excluded transferees. Such holders of Preferred Stock or Common Stock must offer the shares at the same price and on the same terms and conditions as those offered to the prospective transferee. If the Company does not wish to purchase all or some of the shares, a second refusal right is granted to all other investors to purchase their pro rata share of the offered securities. Further, all investors shall have the right to participate pro rata in a proposed stock sale or transfer to most third parties.

Under the Investor Rights Agreement, Major Investors (any investor that individually, or together with the investors affiliates, holds at least 13,021 shares) will have additional information rights and the ability to invest in future financings on a pro rata basis. Holders of our Preferred Stock have a right of first refusal to purchase shares in new securities the Company may propose to sell after the date of that agreement. The additional information rights and right of first refusal and co-sale will end if the Company makes an initial public offering.

In addition to the limitations on transfer described above, holders of Preferred Stock and certain holders of Common Stock are subject to certain transfer requirements and will need to provide the Company notice prior to certain transfers of their stock. If reasonably requested by the Company, the Company may require a written legal opinion, a “no action” letter from the SEC or other evidence regarding the permissibility of the proposed transaction without registration under the Securities Act. In addition, holders of Preferred Stock and certain holders of Common Stock, will not be able to transfer shares to specified transferees, including customers, distributors and suppliers of the Company. These holders of Preferred Stock and Common Stock are also subject to a “Market Stand-off” agreement, which in the event the Company has an IPO, will limit that holder’s ability to sell or transfer their shares for up to 215 days following the effective date of the registration statement.

As long as the agreements are still in force, transferees of holders of Preferred Stock and transferees of certain holders of Common Stock will be required to become a party to the same agreements as the holder from whom they receive their shares.

Holders of Series A Preferred Stock have the benefit of antidilution protective provisions that will be applied to adjust the number of shares of Common Stock issuable upon conversion of the shares of the Series A Preferred Stock in the event of a stock split, stock dividend, other distribution of property to holders of Common Stock, or certain issuances of Stock with a price per share less than $3.84.

Holders of Series A Preferred Stock agree to resolve disputes arising under the Series A Preferred Subscription Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement in U.S. District Court located in Spokane, Washington. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. All of the parties to the aforementioned agreements consent to personal jurisdiction for any action sought in the U.S. District Court located in Spokane, Washington.

In addition, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine.

Investors who invest less than $50,000 in this offering will be required to sign the Investor Proxy Agreement with SI Securities, LLC. Investors who invest more than $50,000 will not be parties to the Investor Proxy Agreement. The following summary of the Investor Proxy Agreement is qualified in its entirety by the Investor Proxy Agreement itself, which is filed as Exhibit 5 to the Offering Statement of which this Offering Circular is a part:

The Company is offering a minimum of 651,042 and up to 2,604,166 shares of Series A Preferred Stock, as described in this Offering Circular. The Company has engaged SI Securities, LLC as its sole and exclusive placement agent to assist in the placement of its securities. SI Securities, LLC is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

The following table shows the total discounts and commissions payable to the placement agents in connection with this offering:

The Company has agreed to issue to SI Securities, LLC, for nominal consideration, 5% of the total number of shares of Series A Preferred Stock successfully placed by SI Securities, LLC (“Equity Compensation”). The shares of Series A Preferred Stock issuable will have identical rights, preferences, and privileges to those being offered by this Offering Circular.

The Equity Compensation has been deemed compensation by FINRA and is therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), the Equity Compensation may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the qualification date or commencement of sales of this offering, except to any placement agent and selected dealer participating in the offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(g)(2).

Except as set forth above, the Company is not under any contractual obligation to engage SI Securities, LLC to provide any services to the Company after this offering, and has no present intent to do so. However, SI Securities, LLC may, among other things, introduce the Company to potential target businesses or assist the Company in raising additional capital, as needs may arise in the future. If SI Securities, LLC provides services to the Company after this offering, the Company may pay SI Securities, LLC fair and reasonable fees that would be determined at that time in an arm’s length negotiation.

SI Securities, LLC intends to use an online platform provided by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “Online Platform”) to provide technology tools to allow for the sales of securities in this offering. SI Securities, LLC will charge you a non-refundable transaction fee equal to 2% of the amount you invest (up to $300) at the time you subscribe for our shares. This fee will be refunded in the event the Company does not reach its minimum fundraising goal. In addition, SI Securities, LLC may engage selling agents in connection with the offering to assist with the placement of securities.

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

After this Offering has been qualified by the Commission, the Company will accept tenders of funds to purchase the Series A Preferred Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), provided that the minimum offering amount has been met. Investors may subscribe by tendering funds via wire or ACH only, checks will not be accepted, to the escrow account to be setup by the Escrow Agent. Tendered funds will remain in escrow until both the minimum offering amount has been reached and a closing has occurred. However, in the event we have not sold the minimum amount of shares by the date that is one year from the date of qualification of the Offering or sooner terminated by the Company, any money tendered by potential investors will be promptly returned by the Escrow Agent. Upon closing, funds tendered by investors will be made available to the Company for its use.

In order to invest you will be required to subscribe to the offering via the Online Platform and agree to the terms of the offering, Series A Preferred Subscription Agreement, and any other relevant exhibit attached thereto. In addition, investors who invest less than $50,000 will be required to sign the Investor Proxy Agreement.

In the event that it takes some time for the Company to raise funds in this offering, the Company will rely on income from sales, funds raised in any offerings from accredited investors , and debt financing, including amounts paid to the Company by EnergeticX from time to time to fund current Company operations.

We have audited the accompanying financial statements of HyperSciences Inc. (“the Company”), which comprise the balance sheets as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HyperSciences Inc. as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit through December 31, 2017. This factor raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

HyperSciences, Inc. (“HSI” or “the Company”) was incorporated under the laws of the State of Delaware on October 13, 2014. HSI is a hypersonic platform technology development company harnessing the power of extreme velocity to radically change the economics of industries that break and pulverize rock through the use of novel hypersonic propulsion technology and other aeronautical and industrial applications. HSI’s majority shareholder is EnergeticX, (“EGX’), a company controlled by the management of HSI, and which performs technological services similar to HSI.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year-end is December 31. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has an accumulated deficit of approximately $3.9 million which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts subject to estimates include income taxes, useful lives of equipment and patents, and share-based compensation.

As of December 31, 2017, the Company had not commenced full scale operations. The Company’s activities since inception have consisted of product and business development, and efforts to raise capital. Once the Company commences its planned full-scale operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s plans or failing to profitably operate the business.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, total liabilities, or stockholders’ deficit as previously reported.

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued

The Company’s revenues are earned primarily from services provided relating to the design, system integration and other technological aspects associated with the development of deep down-hole drilling technology. The Company recognizes revenue for its contract with its customer primarily based on negotiated hourly billing rates of the actual time spent on the deep down-hole drilling project. The Company records revenue when the services have been performed and when the associated deliverables have been provided to the customer. Contract costs consist of direct labor and materials required to satisfy the specifications required under the contract. Revenue is not recognized for non-recoverable costs. The Company is reimbursed for actual out-of-pocket costs for materials and other direct incidental expenditures that are incurred in connection with performance under the contract.

Equipment is recorded at cost. Depreciation is expensed over the estimated useful lives of the related assets using the straight-line method over a useful life of five to ten years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income or expense.

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of financial instruments reported on the balance sheets approximate their fair value as of December 31, 2017 and 2016. At December 31, 2017 and 2016 the Company had no financial assets or liabilities subject to fair value measurement on a recurring basis.

Research and development costs are expensed as incurred. Total expense related to research and development was $362,782 and $354,890 for the years ended December 31, 2017 and 2016, respectively.

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued

Patents are initially measured at the legal costs incurred in the filing process. Issued patents are being amortized on a straight-line basis over a period of 17 years. For pending patents, no useful life has been determined. Once the patents are issued, these patents will be assigned a useful life and amortized over the life which was assigned. The Company evaluates the recoverability of patents whenever events or changes in circumstances indicate that a patent’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of the patent, (2) a significant adverse change in the extent or manner in which the patent may be used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of the patent.

Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets are determined at the end of each period using the tax rate expected to be in effect when the taxes are expected to be paid or recovered. A valuation allowance is recorded to reduce the deferred tax assets if there is uncertainty regarding their realization.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company's policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2017 or December 31, 2016.

The Company accounts for income taxes based on the provisions promulgated by the Internal Revenue Service and the State of Delaware, which has a statute of limitation of three years from the due date of the return. As such, all tax years are open since the Company’s inception.

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

The Company recognizes share-based compensation based on the fair value of the share-based awards as of the grant date and recognizes compensation expense in accordance with the vesting provisions of the award. When an award has performance criteria, the final measurement date for the fair value is the date that each performance commitment is satisfied or there is a significant disincentive for non-performance.

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued

The Company considers all highly liquid investments with an original maturity of 90 days or less when acquired to be cash equivalents. At December 31, 2017 and 2016, the Company had no items, other than bank deposits, that would be considered cash equivalents. As of December 31, 2017 and 2016, the Company had $290 and $112,658 in cash and cash equivalents, respectively.

In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers, an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods and services. The standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company continues to evaluate the impact of the new guidance on its financial statements.

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company does not expect this to have a material impact on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company does not expect this to have a material impact on its financial statements.

Depreciation expense for the years ended December 31, 2017 and 2016 was $12,662 and $3,067 respectively.

Amortization expense for the years ended December 31, 2017 and 2016, was $2,052 and $1,326, respectively. The following table presents the estimated future amortization of finite-lived intangible assets for the next five fiscal years ending December 31:

Granted patents consist of seven patents at December 31, 2017 and 2016. These patents have been issued and are related to machinery used for the drilling and extraction of minerals. Five of these patents were purchased from EnergeticX, a related party and majority shareholder in 2015. The Company recorded the patents at EnergeticX’s net carrying value, $20,000.

Pending patents consist of costs related to thirty-one patents at December 31, 2017 and twenty-one at December 31, 2016, for which the filing process has begun, but the issuance of the patent has not yet been made by the United States Patent and Trademark Office. No life has yet been determined for these patents. Once they are issued, they will be assigned a life and amortized over the life which was assigned. If for some reason a patent is not issued, the costs associated with the acquisition and the continuation of the application are fully amortized in the year of denial.

The Company currently has several convertible notes payable outstanding which it has used to fund its operations to date. A majority of the convertible notes payable have all exceeded their maturity dates. The terms of the note agreements provide that the notes shall be due and payable on the earlier of (i) ten days of such amount being declared due and payable by the Majority Investors (note holders) at any time after the Maturity Date, or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by the Majority Investors or made automatically due and payable. To date, no declaration has been made by the Majority Investors to make the notes due and payable, and all the convertible notes not converted into common stock in 2018 are classified as current and outstanding (see note 9), at December 31, 2017.

In June through August of 2015, the Company entered into eleven convertible notes totaling $930,000. The notes matured on June 26, 2016, had an 8% interest rate, and were convertible into common shares at the discretion of the holder upon the occurrence of certain events. The notes were amended on June 10, 2016 to extend the maturity dates to January 31, 2017. Upon maturity, the notes ceased to be convertible into equity; however, the Company and certain note holders agreed to convert $205,000 of the principal balances, and the related accrued interest on those balances, into shares of common stock on February 28, 2018. (See note 9.) The remaining $725,000 principal balance of these notes, including the related accrued interest, remain outstanding.

In February 2016, the Company entered into two convertible notes totaling $225,000. The notes matured on June 26, 2016, had an 8% interest rate, and were convertible into common shares at the discretion of the holder upon the occurrence of certain events. The notes were amended on June 10, 2016 to extend the maturity dates to January 31, 2017. Upon maturity, the notes ceased to be convertible into equity. These notes and the related accrued interest remain outstanding.

On June 9, 2016, the Company converted an account payable to a legal firm into a $35,000 convertible promissory note. The note matured on June 26, 2016, had an 8% interest rate, and was convertible into common shares at the discretion of the holder upon the occurrence of certain events. The note was amended on June 10, 2016 to extend the maturity date to January 31, 2017. Upon maturity, the note ceased to be convertible into equity. This note and the related accrued interest remain outstanding.

In June through September of 2016, the Company entered into nine convertible notes totaling $785,000. The notes matured on January 31, 2017, had an 8% interest rate, and were convertible into common shares at the discretion of the holder upon the occurrence of certain events. Upon maturity, the notes ceased to be convertible into equity; however, the Company and certain note holders agreed to convert $25,000 of the principal balances, and the related accrued interest on those balances, into shares of common stock on February 28, 2018. (See note 9.) The remaining $760,000 principal balance of these notes and the related accrued interest remain outstanding.

From February through July 2017, the Company entered into eight convertible notes totaling $875,000. The notes matured on July 31, 2017, had an 8% interest rate, and were convertible into common shares at the discretion of the holder. Upon maturity, the notes ceased to be convertible into equity; however, the Company and certain note holders agreed to convert $85,000 of the principal balances, and the related accrued interest on those balances, into shares of common stock on February 28, 2018. (See note 9.) The remaining $790,000 of these notes and the related accrued interest remain outstanding.

In July 2017, $7,072 of payroll liabilities outstanding were converted into a convertible promissory note. The note matured on July 31, 2017, had an 8% interest rate, and was convertible into common shares at the discretion of the holder. Upon maturity, the note ceased to be convertible into equity. This note and the related accrued interest remain outstanding.

On August 7, 2017, the Company entered into a convertible totaling $100,000. The note matures on August 7, 2018, has an 8% interest rate, and is convertible into common shares at the discretion of the holder or the Company. This note was converted into shares of the Company’s common stock on February 28, 2018. (See note 9.) No balance remains outstanding on this note.

In 2016, the Company had significant economic and commercial dependence on Shell International Exploration and Production (‘Shell’), an unrelated entity. As a result, HyperSciences is subject to significant financial risk in the event of financial distress of Shell or other major customers. For the year ended December 31, 2016, 100% of the Company’s revenues came from Shell. During 2017, the Company received no revenue from Shell.

The parent company and majority shareholder of HSI, EnergeticX (“EGX”), funded a significant portion of HSI’s expenditures from 2014 through mid-2015 without a formal agreement in place. EGX is a company controlled by Mark and Chuck Russell, directors of HSI. On June 1, 2015 a master services agreement and master testing agreement were executed between HSI and EGX. Under these agreements all of HyperSciences testing is done through EGX for a fee of $10,000 per month, retroactively beginning in October 2014. EGX continued to fund a portion of HSI’s operations through the end of 2017.

The Company also has contracted services through MineLab LLC and Radian Rare and Precious Metals (RRPM) that have included, among other things, providing facilities and technology relating to firing projectiles at velocities high enough to break rock. Both of these companies are owned by Chuck Russell, who is a 20% owner of EGX and a director of HSI. Chuck Russell also performed direct consulting services for the Company during 2017 and 2016.

In 2017, the Company issued 96,250 shares of stock options to Mark Russell, CEO, Chuck Russell, Director, Robert Russell, father, Anne Russell, sister, and Andy Russell, brother, for services that were previously performed. The following is a representation of the related party transactions that occurred during the years ended December 31, 2017 and 2016:

At December 31, 2017 and 2016, the Company had 4,400,000 common shares issued and outstanding. There were no common stock issuances during the years ended December 31, 2017 or 2016.

In April of 2015, the Company’s board of directors adopted the HyperSciences, Inc. 2015 Equity Incentive Plan (“the Plan”). The Plan’s purpose is to provide incentive to employees, directors and consultants and to promote the success of the Company’s business. The Plan permits the grant of incentive stock options, non-statutory stock options, stock appreciate rights, restricted stock and restricted stock units. The maximum aggregate number of shares that may be subject to award under the Plan as amended on February 28, 2018 is 1,500,000 shares.

On January 31, 2017, the Board of Directors elected to grant stock options to eighteen parties, totaling 195,750 options. The options each have an exercise price of $0.025. The options were granted for services performed in 2015 and 2016. Of the options issued, 68,250 options vested at the grant date; 86,042 options vested through the remainder of 2017 (with 10,000 forfeitures); and the remaining 41,458 options will vest through 2020.

On May 3, 2017, the Board of Directors elected to grant 255,000 stock options to two parties. The options each have an exercise price of $0.025. There were 180,000 options granted for services performed during 2016; of those options 85,000 vested in 2017 and 95,000 non-vested options were forfeited. There were 75,000 options issued for services performed in 2017; of those options 10,417 vested in 2017 and 64,583 non-vested options were forfeited.

The fair market value of stock options was estimated using the Black-Scholes valuation model and the following variables and considerations to determine the underlying assumptions utilized by the model: 1) common stock price ($0.025) as determined by the board of directors based upon its review of such factors as it deems necessary or relevant, including, without limitation, the Company’s current financial condition, business outlook, the Company’s product development efforts, business risks and opportunities relevant to the Company, discounts for lack of common stock marketability, and such other information as it deems advisable at the time of determination; 2) expected stock price volatilities (49.54%-57.7%) based on the historical volatilities of the daily closing prices of comparable public companies common stock; 3) a risk-free interest rate (1.25%) based on the U.S. Treasury bonds issued with a term approximate to the expected life of the grant; and the 4) expected dividend yield (0%). Forfeitures are estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The fair value of options granted during 2017 was $7,048, with a weighted average option value of $0.016.

Stock option transactions under the Plan for the years ended December 31, 2017 and 2016 are summarized as follows:

The total share-based compensation expense recognized during the years ended December 31, 2017 and 2016 was $3,705 and $0, respectively. The remaining unrecognized compensation cost of $3,343 will be recognized ratably over the related vesting period which ranges from 2018 to 2019.

The Company did not recognize any provision (benefit) for income taxes for the years ended December 31, 2017 and 2016 due to net losses for those periods and net deferred tax assets having a full valuation allowance.

As of December 31, 2017, the Company had net operating loss tax carryforwards of approximately $3,850,000, and a resulting deferred tax asset of $812,699 using a statutory rate of 21%. The net operating loss carryforwards expire between 2036 and 2037. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events the Company booked a valuation allowance for the entire deferred tax asset balance. The primary difference between the effective tax rate and the statutory tax rate of 21% at the end of each year is primarily the result of differences between financial statement losses versus taxable loss as reported.

The following represents the tax effect of net operating loss carryforwards on the Company’s fully reserved deferred income tax asset:

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the year ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. As a result of the changes to tax laws and tax rates under the Act, the Company’s net deferred tax asset was reduced by $540,080 during the year ended December 31, 2017, which consisted primarily of the remeasurement of its deferred tax asset from 35% to 21%.

A reconciliation between the statutory federal income tax rate and the Company's tax (benefit) provision is as follows:

The Company’s federal income tax filings for the 2015 through 2017 tax years are open to examination. It is not anticipated that there will be any significant changes to unrecognized tax benefits within the next twelve months. If interest and penalties were to be assessed, the company would charge interest to interest expense and penalties to other operating expense.

Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date, December 31, 2017, through April 24, 2018, the date these financials were available for issuance, and identified the following subsequent events:

On February 9, 2018 the Company agreed with EnergeticX to forgive and extinguish approximately $130,000 of the related party payables balance due from HSI to EGX and convert $270,000 into a convertible note, bringing the accounts payable balance due to EGX to zero. The note was then converted into 223,715 shares of the Company’s common stock on February 28, 2018, at a conversion price of approximately $1.21 per share.

On February 9, 2018, the Company agreed with Mark Russell, the Company’s CEO, to convert $74,250 of the payroll balance due him into a convertible note. This note was then converted into 52,131 shares of the Company’s common stock on February 28, 2018, at an average conversion price of approximately $1.42 per share.

On February 12, 2018, the Company confidentially filed a Draft Offering Statement, offering a minimum of 554,324 shares and a maximum of 2,217,294 shares of Series A Preferred Stock on a “best efforts” basis at $4.51 per share.

On February 28, 2018, the Company agreed with Mike McSherry, a director, to convert $73,218 of convertible notes payable issued in 2015 and 2018, including associated accrued interest, into 53,553 shares of stock at an average conversion price of $1.37.

Grant a right to purchase 330,000 shares of the Company’s restricted common stock to Raymond Kaminski, a service provider, for $0.025 per share. The right is subject to vesting provisions that release the Company’s right to repurchase the shares over a period of twenty-four months commencing on January 1, 2018. The entirety of these shares was purchased by Mr. Kaminski on February 28, 2018 for $8,250.

Convert $414,316 of convertible notes payable that were issued in 2015 through 2018, including associated accrued interest, into 343,294 shares of the Company’s common stock at a conversion price of approximately $1.20 per share and to convert $38,750 of convertible notes payable issued in 2018 into 10,034 shares of common stock at a conversion price of approximately $3.85 per share.

On February 28, 2018, the Company repurchased 100,000 shares of the Company’s common stock at a price of $0.0071429 per share from Jonathan Wolff, pursuant to the Company’s right to repurchase the shares. These shares are available to be reissued.

Issue a warrant to purchase .33% of the total diluted equity of the Company as of February 28, 2018, or 21,461 shares of common stock to Lee & Hayes PLLC, attorneys for the Company, as compensation for a deferment of payment of $32,750 in legal fees, until the first closing of the Regulation A offering. The terms of the warrant provide that shares of common stock may be purchased at an exercise price equal to the per-share price of the stock sold during the Company’s Series A offering ($3.84). The expiration date of the warrant is the ten-year anniversary of its issuance.

On March 6, 2018, the Company filed an amendment to its Draft Offering Statement, offering a minimum of 651,042 shares and a maximum of 2,604,166 shares of Series A Preferred Stock for sale on a “best efforts” basis at $3.84 per share, and made the Amended Draft Offering Statement accessible to the public.

Amend and restate the certificate of incorporation to increase the number of authorized shares of the Company’s common stock to 15,000,000 and the number of Series A Preferred Stock to 4,050,000.

Authorize, approve, and ratify the offering of Series A Preferred Stock pursuant to Regulation A of the Securities and Exchange Commission.

Increase the number of shares of Common Stock of the Company reserved for issuance under the Company’s 2015 Equity Incentive Plan to one million five hundred thousand (1,500,000) shares and declare the intent of the February 28, 2018 resolution was to effect the same.

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing via Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Spokane, Washington, on April 27, 2018.

This Offering Statement has been signed by the following persons in the capacities on the dates indicated.

THIS AGREEMENT is entered into as of Dec 15th, 2017 (the "Effective Date") by and among HyperSciences, Inc. (the "Company") and SI Securities, LLC ("SI Securities", and together with Company, the "Parties") regarding its proposed offering of equity, convertible debt, or any other type of financing (the "Securities") pursuant to Regulation A under Section 3(b) of the Act (the "Offering") on the terms and subject to the conditions contained herein (the "Agreement").

Company agrees to solicit non-binding indications of interest under Rule 255 for its proposed Offering using the online platform provided by SeedInvest Technology, LLC at the domain name www.seedinvest.com (the "Online Platform") upon the approval of SI Securities ("Testing the Waters"), at which point SI Securities and/or SeedInvest Technology may send communications to registered users on the Online Platform. Company will not be charged any commissions or incur any expenses for Testing the Waters and will incur no fees unless Company decides to proceed with an offering under Regulation A.

If after Testing the Waters, Company proceeds with an Offering, then Company agrees to retain SI Securities as its exclusive placement agent in connection with said Offering in accordance with the terms set forth in Exhibit A attached herein. Company shall similarly be bound by the terms of Exhibit A if it chooses to forgo Testing the Waters and proceed directly with the Offering. The Company will not be required to retain SI Securities and will not be bound to any fees if it decides to proceed with a capital raise under Regulation D solely from institutional and accredited investors, instead of through Regulation A.

This Agreement may be terminated by either party upon written notice at any time (the "Termination Date"). The initial term of this Agreement shall be forty-five

(45) days from the Effective Date of this Agreement (the "Initial Term"). The Initial Term shall automatically renew for successive fifteen (15) day periods and automatically terminate two hundred seventy (270) days from the Effective Date, unless notice of termination is delivered prior to then. In the event of a successful Offering, Company's engagement of SI Securities to provide the Shareholder Services described in Appendix I attached hereto shall survive termination of this Agreement.

For a period of twelve (12) months following the Termination Date, Company agrees that it shall provide SI Securities at least 30 days prior written notice of any proposed future offering of Securities made pursuant to Regulation A (the "Future Offering"), and therein shall provide SI Securities the opportunity to serve as Company’s exclusive placement agent in connection with such Future Offering in accordance with the terms set forth in Exhibit A attached herein. The Company will not be required to retain SI Securities and will not be bound to any fees if, within twelve (12) months of the Termination Date, if it decides to proceed with a capital raise under Regulation D solely from institutional and accredited investors, instead of through Regulation A. However, if SI Securities chooses not to serve as Company’s placement agent for the Offering, in its sole discretion, this Agreement shall automatically terminate and no Compensation or Expenses shall be due.

(i) Company is registered, in good standing in each jurisdiction it conducts business, has obtained all approvals / licenses required to conduct business, including payment of all taxes.

(ii) Company shall cooperate with all reasonable due diligence efforts by SI Securities, including, but not limited to the submission of all Offering related communications to SI Securities for approval prior to publicizing or distributing such messages to ensure regulatory compliance.

(iii) Company agrees to email its complete list of users / customers and direct them to the Online Platform.

(iv) If after commencing the Testing the Waters campaign the Company chooses to proceed with the Offering, it shall do so under Tier II of Regulation A. Company hereby agrees that it shall promptly notify SI Securities if it chooses to offer securities under any another provision.

(v) All materials provided by Company or posted to the Online Platform will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims. Company shall promptly notify SI Securities if it discovers any such misstatement or inconsistency, or the omission of a material fact, in such materials, and promptly supplement or amend the materials and correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering.

(vi) Company shall supply backup verification for any material fact or claim made, as reasonably requested by SI Securities.

(vii) Company will protect and maintain all confidential information provided by SI Securities or SeedInvest to the Company.

(viii) Company will not engage any person or entity to perform services similar to those provided by SI Securities (including other online platforms) without the prior written consent of SI Securities. For the avoidance of doubt, Company may seek funding directly from venture capital firms and angel investors.

This Agreement shall be governed by and construed in accordance with the laws of the New York and the federal laws of the United States of America. SI Securities and Company hereby consent and submit to the jurisdiction and forum of the state and federal courts in New York in all questions and controversies arising out of this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature. This Agreement and its


attached exhibits constitute the entire agreement between the Parties.
Company: HyperSciences, Inc.	SI Securities, LLC
By: /s/ *Mark C. Russell*	By: /s/ Ryan Feit
Name: Mark C. Russell, CEO	Name: Ryan Feit, Manager
Dec 15th, 2017 9:33PM EST	Dec 15th, 2017 9:33PM EST

THIS EXHIBIT is entered into as of the Effective Date by and among Company and SI Securities regarding its Offering of Securities on the terms and subject to the conditions contained herein (the "Exhibit"). Capitalized terms used herein and not otherwise defined in this Exhibit shall have the meaning set forth above. This Exhibit will only apply if the Company decides to proceed with an Offering under Regulation A and will not apply if it decides to proceed with a capital raise under Regulation D solely from institutional and accredited investors.

The Company hereby retains SI Securities as its exclusive placement agent in connection with the Offering. SI Securities agrees to use its reasonable best efforts to effect the Offering. SI Securities shall identify prospective investors (the "Prospects") and Company shall make the Securities in the Offering available to respective Prospects. Company understands that SI Securities intends to use the Online Platform to facilitate the Offering upon satisfactory completion of SI Securities’ due diligence as determined in its sole discretion.

Company shall pay to SI Securities, in cash, an amount equal to 7.5% of the value of Securities purchased by Prospects in the Offering from the proceeds of the Offering at each applicable closing (a "Closing") and shall issue to SI Securities (or its designee(s)) for nominal consideration), 5% of the number of Securities issued (or shares issuable upon conversion of the Securities) to Prospects in the Offering on the same terms (the cash and securities are collectively referred to herein as the "Compensation").

SI Securities shall receive Compensation based on the Fair-Market Value of all gross proceeds, services, and/or goods received by the Company by Prospects in exchange for Securities issued in the Offering. The Fair-Market-Value shall be equal to the value of Securities received in exchange, less any cash consideration paid. Company shall pay Compensation to SI Securities in the event that, at any time prior to twelve (12) months after the Termination Date, Company sells or enters into an agreement to sell Securities to a Prospect. In the event of a successful Offering, Company shall pay SI Securities a monthly maintenance fee in accordance with Appendix I attached hereto for providing the investor services specified therein.

(ii) Company shall not, without the prior written consent of SI Securities, accept investments in the Offering by Prospects unless such investment occurs through the Online Platform and the applicable investment funds are routed through the escrow account established by SI Securities.

(iii) Company will accept any proposed subscriptions by Prospects, and at Closing, promptly issue the applicable Securities to such subscribing investor unless it receives the written consent of SI Securities to reject such respective subscription.

(iv) Following Closing of the Offering, and until the date at which Company is acquired or conducts its initial public offering, Company shall provide quarterly updates to SI Securities and each Prospect who purchased Securities in the Offering (within 30 days following the close of each quarter). Such updates shall include at least the following information: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) notable press and news.

(v) Company shall use reasonable efforts to include a prominent positive reference to raising capital utilizing the Online Platform in all press releases regarding its Closing of the Offering. SI Securities shall have the right to reference the Offering and its role in connection therewith in marketing materials, on its website and in the press.

(vi) Neither the Company nor any of its officers, directors, employees, agents or beneficial owners of 20% or more of the Company’s outstanding voting equity securities is or has been (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking, (c) the subject or target of any securities or investment-related investigation by any regulatory authority, (d) subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act of 1933 (the "Securities Act").

(vii) Company shall, at its own expense, prepare and file a Form 1-A with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided by Tier II of Regulation A under Section 3(b) of the Act, in connection with the Offering, make all related state "blue-sky" filings and take all actions necessary to perfect such federal and state exemptions, and provide copies of such filings to SI Securities. In addition, the company shall pay the fees associated with registering the securities with the Depository Trust and Clearing Corporation.

(viii) Company has not taken, and will not take any action to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) of the Securities Act. Company agrees to comply with applicable provisions of the Act and any requirements thereunder. Company agrees that any representations and warranties made by it to any investor in the Offering shall be deemed also to be made to SI Securities for its benefit.

Company agrees that, except in the case of gross negligence, fraud or willful misconduct by SI Securities and each of its respective affiliates and their respective directors, officers and employees, it will indemnify and hold harmless SI Securities and its respective affiliates and their respective directors, officers, employees for any loss, claim, damage, expense or liability incurred by the other (including reasonable attorneys' fees and expenses in investigating, defending against or appearing as a third-party witness in connection with any action or proceeding) in any claim arising out of a material breach (or alleged breach) by it of any provision of this Exhibit, as a result of any potential violation of any law or regulation, or in any third-party claim arising out of any investment or potential investment in the Offering by a person other than a Prospect.

Company hereby agrees that if it breaches any portion of this Exhibit, (a) SI Securities and any applicable third-party beneficiary (each, a "Damaged Party") would suffer irreparable harm; (b) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by the applicable Damaged Party; and (c) if a Damaged Party seeks injunctive relief to enforce this Exhibit, Company will waive and will not (i) assert any defense that the Damaged Party has an adequate remedy at law with respect to the breach, (ii) require that the Damaged Party submit proof of the economic value of any losses, or (iii) require the Damaged to post a bond or any other security. Accordingly, in addition to any other remedies and damages available, Company acknowledges and agrees that each Damaged Party may immediately seek enforcement of this Exhibit by means of specific performance or injunction, without any requirement to post a bond or other security. Nothing contained in this Exhibit shall limit the Damaged Party’s right to any other remedies at law or in equity. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Exhibit (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Exhibit, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. All rights and remedies herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against the Company for the enforcement of this Exhibit, and temporary and permanent injunctive relief.

THE LIABILITY OF SI SECURITIES, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS RELATED TO THIS EXHIBIT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SI SECURITIES, UNDER THIS EXHIBIT, EXCEPT IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SI SECURITIES.

This Exhibit shall be governed by and construed in accordance with the laws of the New York and the federal laws of the United States of America. SI Securities and Company hereby consent and submits to the jurisdiction and forum of the state and federal courts in New York in all questions and controversies arising out of this Exhibit. Aside from otherwise previously mentioned above, in any arbitration, litigation, or other proceeding by which one party either seeks to enforce this Exhibit or seeks a declaration of any rights or obligations under this Exhibit, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees. The failure of either party at any time to require performance by the other party of any provision of this Exhibit shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Exhibit be taken or held to be a waiver of any further breach of the same provision. This Exhibit constitutes the entire Exhibit between the Parties.

Beginning on April 1, 2018, SI Securities shall charge Company a monthly maintenance fee of $1 per investor for providing the investor management services described below. For Offerings that raise less than $250,000 a minimum monthly maintenance fee of $250 will apply. For Offerings that raise more than $500,000 a minimum monthly maintenance fee of $500 will apply.

Voting proxy services Transfer agent services Shareholder custodial services Share transfers Note conversions Share conversions Dividend payouts Liquidation payouts General investor updates Facilitation of investor communications

HYPERSCIENCES, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware ("General Corporation Law"), does hereby certify as follows.

The name of this corporation is Hypersciences, Inc. The corporation was formed as a Delaware corporation under the General Corporation Law on October 13, 2014.

The Board of Directors of this corporation duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows.

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as set forth on Exhibit “A” attached hereto and incorporated herein by this reference.

Exhibit “A” referred to above is attached hereto as Exhibit “A” and is incorporated herein by this reference. This Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

This Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation's Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation effective as of _____4/12/2018______.

That the name of the corporation is HYPERSCIENCES, INC. (the “Company”).

The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

As used in this Amended and Restated Certificate of Incorporation (the “Restated Certificate”), the following terms have the meanings set forth below:

“Original Issue Price” shall mean $3.84 per share for the Series A Preferred Stock.

“Requisite Holders” shall mean the holders of a majority of the Series A Preferred Stock (voting as a single class on an as-converted basis).

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may be hereafter be amended from time to time.

The total number of shares of stock which the Company shall have authority to issue is Nineteen Million Fifty Thousand (19,050,000), consisting of (a) Fifteen Million (15,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and (b) Four Million Fifty Thousand (4,050,000) shares of Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein. As of the effective date of this Restated Certificate, 4,050,000 shares of the Preferred Stock of the Company are hereby designated “Series A Preferred Stock”. The following is a statement of the designations and rights, powers and privileges, and the qualifications, limitations or restrictions thereof, in respect of each class of capital stock of the Company.

General. The voting, dividend and liquidation rights of the holders of the Common

Stock are subject to and qualified by the rights, powers and privileges of the holders of the Preferred Stock set forth herein.

Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). Unless required by law, there shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Restated Certificate) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

The following rights, powers and privileges, and restrictions, qualifications and limitations, shall apply to the Preferred Stock. Unless otherwise indicated, references to "Sections" in this Part B of this Article V refer to sections of this Part B.

Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event (as defined below), before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders, an amount per share equal to the greater of (a) the applicable Original Issue Price for such share of Preferred Stock, plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of Preferred Stock been converted into Common Stock pursuant to Section 3 immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event. If upon any such liquidation, dissolution or winding up or Deemed Liquidation Event of the Corporation, the funds and assets available for distribution to the stockholders of the Corporation shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they are entitled under this Section 1.1, the holders of shares of Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up or Deemed Liquidation Event of the Corporation, after the payment of all preferential amounts required to be paid to the holders of shares of Preferred Stock as provided in Section 1.1, the remaining funds and assets available for distribution to the stockholders of the Corporation shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares of Common Stock held by each such holder.

Definition. Each of the following events shall be considered a "Deemed Liquidation Event” unless the Requisite Holders elect otherwise by written notice sent to the Corporation prior to the effective date of any such event:

a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities of (1) the surviving or resulting party or (2) if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger or consolidation, the parent of such surviving or resulting party; provided that, for the purpose of this Section 1.3.1, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, deemed to be converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged; or

the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or, if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation, except where such sale, lease, transfer or other disposition is to the Corporation or one or more wholly owned subsidiaries of the Corporation.

Amount Deemed Paid or Distributed. The funds and assets deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer or other disposition described in this Section 1.3 shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation (the "Board'').

Shares not Treated as Both Preferred Stock and Common Stock in any Distribution. Shares of Preferred Stock shall not be entitled to be converted into shares of Common Stock in order to participate in any distribution, or series of distributions, as shares of Common Stock, without first forgoing participation in the distribution, or series of distributions, as shares of Preferred Stock.

General. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Fractional votes shall not be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). Except as provided by law or by the other provisions of this Restated Certificate, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on an asconverted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any

Preferred Stock Protective Provisions. At any time when at least 651,000 shares of Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Restated Certificate) the written consent or affirmative vote of the Requisite Holders, given in writing or by vote at a meeting, consenting, or voting (as the case may be) separately as a single class:

alter or change the rights, powers or privileges of the Preferred Stock set forth in the Restated Certificate or Bylaws, as then in effect, in a way that adversely affects the Preferred Stock;

increase or decrease the authorized number of shares of Preferred Stock (or any series thereof);

increase or decrease the authorized number of shares in the Corporation’s Equity Incentive Plan;

increase or decrease the authorized number of directors set forth in the Bylaws;

purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; and

liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing.

Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

Conversion Ratio. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series of Preferred Stock by the Conversion Price (as defined below) for such series of Preferred Stock in effect at the time of conversion.

The "Conversion Price" for each series of Preferred Stock shall initially mean the applicable Original Issue Price for such series of Preferred Stock. Such initial Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

Termination of Conversion Rights. Subject to Section 3.2.1 in the case of a Contingency Event (as defined therein), in the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the first payment of any funds and assets distributable on such event to the holders of Preferred Stock.

Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

3.2.1 Notice of Conversion. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that any such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent (a "Contingency Event”). Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder's attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice (or, if later, the date on which all Contingency Events have occurred) shall be the time of conversion (the "Conversion Time"), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such time. The Corporation shall, as soon as practicable after the Conversion Time, (a) issue and deliver to such holder of Preferred Stock, or to such holder's nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (b) pay in cash such amount as provided in Section 3.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (c) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

3.2.2 Reservation of Shares. The Corporation shall at all times while any share of Preferred Stock shall be outstanding, reserve and keep available out of its authorized but

unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of the Preferred Stock, the Corporation shall use its best efforts to cause such corporate action to be taken as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate. Before taking any action that would cause an adjustment reducing the Conversion Price of a series of Preferred Stock below the then par value of the shares of Common Stock issuable upon conversion of such series of Preferred Stock, the Corporation will take any corporate action that may, in the opinion of its counsel, be necessary so that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

3.2.3 Effect of Conversion. All shares of Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section 3.1.3 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued.

3.2.4 No Further Adjustment. Upon any conversion of shares of Preferred Stock, no adjustment to the Conversion Price of the applicable series of Preferred Stock shall be made with respect to the converted shares for any declared but unpaid dividends on such series of Preferred Stock or on the Common Stock delivered upon conversion.

Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the date on which the first share of a series of Preferred Stock is issued by the Corporation (such date referred to herein as the "Original Issue Date" for such series of Preferred Stock) effect a subdivision of the outstanding Common Stock, the Conversion Price for such series of Preferred Stock in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Original Issue Date for a series of Preferred Stock combine the outstanding shares of Common Stock, the Conversion Price for such series of Preferred Stock in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this Section 3.4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date for a series of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Price for such series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying such Conversion Price then in effect by a fraction:

the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (i) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, such Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this Section 3.5 as of the time of actual payment of such dividends or distributions; and (ii) no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock that they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date for a series of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock), then and in each such event the holders of such series of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities in an amount equal to the amount of such securities as they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date for a series of Preferred Stock the Common Stock issuable upon the conversion of such series of Preferred Stock is changed into the same or a different number of shares of any class or classes of stock of the Corporation, whether by recapitalization, reclassification, or otherwise (other than by a stock split or combination, dividend, distribution, merger or consolidation covered by Sections 3.3, 3.4, 3.5, 3.7 or by Section 1.3 regarding a Deemed Liquidation Event), then in any such event each holder of such series of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change.

Adjustment for Merger or Consolidation. Subject to the provisions of Section 1.3, if there shall occur any consolidation or merger involving the Corporation in which the Common Stock (but not a series of Preferred Stock) is converted into or exchanged for securities, cash, or other property (other than a transaction covered by Sections 3.3, 3.4, 3.5 or 3.6), then, following any such consolidation or merger, provision shall be made that each share of such series of Preferred Stock shall thereafter be convertible, in lieu of the Common Stock into which it was convertible prior to such event, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such series of Preferred Stock immediately prior to such consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 3 with respect to the rights and interests

thereafter of the holders of such series of Preferred Stock, to the end that the provisions set forth in this Section 3 (including provisions with respect to changes in and other adjustments of the Conversion Price of such series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such series of Preferred Stock.

Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of a series of Preferred Stock pursuant to this Section 3, the Corporation at its expense shall, as promptly as reasonably practicable, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such series of Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which such series of Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of any series of Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (a) the Conversion Price of such series of Preferred Stock then in effect and (b) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of such series of Preferred Stock.

Mandatory Conversion. Upon either (a) the closing of the sale of shares of Common Stock to the public in conjunction with the listing of shares of Common Stock on a securities exchange or pursuant to an effective registration statement under the Securities Act of 1933, as amended, in either case resulting in at least $2,500,000 in proceeds to the Company, net of underwriting discounts and commissions, and at a per share price of at least the Series A Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders at the time of such vote or consent, voting as a single class on an as-converted basis (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the "Mandatory Conversion Time"), (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the applicable ratio described in Section 3.1.1 as the same may be adjusted from time to time in accordance with Section 3 and (ii) such shares may not be reissued by the Corporation.

Procedural Requirements. All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to Section 3.9. Unless otherwise provided in this Restated Certificate, such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender such holder's certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 3. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder's attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 3.10, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and

agreement) therefor, to receive the items provided for in the next sentence of this Section 3.10. As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall issue and deliver to such holder, or to such holder's nominee(s), a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Section 3.1.3 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock (and the applicable series thereof) accordingly.

Special Definitions. For purposes of this Section 4, the following definitions shall apply:

(a) “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(b) “Series A Original Issue Date” shall mean the date on which the first share of Series A Preferred Stock was issued.

(c) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(d) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Section 4.3 below, deemed to be issued) by the Corporation after the Series A Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred Stock;

shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 3.3, 3.4, 3.5, or 3.6;

shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors;

shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;

shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation, including shares underlying (directly or indirectly) any such Options or Convertible Securities;

shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation, including shares underlying (directly or indirectly) any such Options or Convertible Securities;

shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation, including shares underlying (directly or indirectly) any such Options or Convertible Securities;

shares of Common Stock, Options or Convertible Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Corporation, including shares underlying (directly or indirectly) any such Options or Convertible Securities; or

shares of Common Stock, Options or Convertible Securities issued or obligated to be issued prior to the Series A Original Issue Date.

No Adjustment of Series A Conversion Price. No adjustment in the Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the Requisite Holders of the then outstanding shares of Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise

of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Section 4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 4.4 (either because the consideration per share (determined pursuant to Section 4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series A Original Issue Date), are revised after the Series A Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4.3(a) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 4.4, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Section 4.3 shall be effected at the time of such

issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Section 4.3). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Series A Conversion Price that would result under the terms of this Section 4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Series A Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4.3), without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

“CP2” shall mean the Conversion Price in effect immediately after such issue of Additional Shares of Common Stock

“CP1” shall mean the Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

“A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

“B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP1); and

“C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

Determination of Consideration. For purposes of this Section 4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4.3, relating to Options and Convertible Securities, shall be determined by dividing:

The total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Section 4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

Dividends. Dividends may only be declared by the Board of Directors and, when, as, and if, declared by the Board, such declaration must be approved by the affirmative written consent of the Requisite Holders. Any and all dividends set aside or paid in any fiscal year shall be set aside or paid among the holders of the Preferred Stock then outstanding on a pari passu basis in proportion to the greatest whole number of shares of Common Stock which would be held by each such holder if all shares of Preferred Stock were converted to Common Stock pursuant to Section 3. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the amount received by such other class or series of capital stock of the Corporation.

Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

Waiver. Any of the rights, powers, privileges and other terms of the Preferred Stock set forth herein may be waived prospectively or retrospectively on behalf of all holders of Preferred Stock by the affirmative written consent or vote of the holders of the Requisite Holders.

the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding up, and the amount per share and character of such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least 20 days prior to the earlier of the record date or effective date for the event specified in such notice.

Notices. Except as otherwise provided herein, any notice required or permitted by the provisions of this Article V to be given to a holder of shares of Preferred Stock shall be mailed, postage

prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

No stockholder of the Corporation shall have a right to purchase shares of capital stock of the Corporation sold or issued by the Corporation except to the extent that such a right may from time to time be set forth in a written agreement between the Corporation and any stockholder.

AMENDMENT OF BYLAWS. Subject to any additional vote required by the Restated Certificate or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

NUMBER OF DIRECTORS. Subject to any additional vote required by the Restated Certificate, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

BALLOT. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

MEETINGS AND BOOKS. Meetings of stockholders may be held within or outside the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

LIMITATION. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

INDEMNIFICATION. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employee, and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

MODIFICATION. Any amendment, repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

Indemnification of Directors and Officers in Actions by or in the Right of the Company

. Meetings of stockholders of HyperSciences, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

. Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 211(b) of the DGCL, an annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 20% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

specify the time of such meeting and the general nature of the business proposed to be transacted; and

be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this

paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and section 1.10 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that

would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by Section 228 of the DGCL to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made, and, for the purposes of this section 1.9, if evidence of such instruction or provision is provided to the Company, such later effective time shall serve as the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

. In order that the Company may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at

such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 1.10 at the adjourned meeting.

In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law. If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less

than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

. Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of

the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 20% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at

the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this section 2.10 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

special meetings of committees may also be called by resolution of the Board; and

notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

. The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Indemnification of Directors and Officers in Actions by or in the Right of the Company

. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the Company or by persons serving at the request of the Company as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any Proceeding for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in section 5.6(ii) or 5.6(iii) prior to a determination that the person is not entitled to be indemnified by the Company.

. Subject to the requirements in section 5.3 and the DGCL, the Company shall not be obligated to indemnify any person pursuant to this Article V in connection with any Proceeding (or any part of any Proceeding):

for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of

Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under section 5.7 or (d) otherwise required by applicable law; or

. If a claim for indemnification or advancement of expenses under this Article V is not paid by the Company or on its behalf within 90 days after receipt by the Company of a written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. To the extent not prohibited by law, the Company shall indemnify such person against all expenses actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article V, to the extent such person is successful in such action. In any such suit, the Company shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case

of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

. Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

. Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force

and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

. For the purpose of any suit, action or other proceeding arising out of or based upon (i) any derivative action, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action asserting a

claim against the Company, its directors, officers or employees arising pursuant to any provision of the DGCL or the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine, the Stockholders (and all beneficial owners of Company stock) (a) hereby irrevocably and unconditionally submit to the jurisdiction of the Court of Chancery in the State of Delaware; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the same except in the Court of Chancery in the State of Delaware; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that these Bylaws and the terms hereof may not be enforced in or by such court. The Company may waive this provision in writing upon approval by the Board of Directors.

Subject to the terms of any agreement between the Company and Stockholders specifically applicable to any class or classes of the Company’s capital stock, each Stockholder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any capital stock of the Company then owned by such Stockholder (other than to donees or partners of the Stockholder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act or any public offering (including OTC and similar markets) covering a proposed disposition of the capital stock; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 8.6 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 8.6, the term “Company” shall include any wholly-owned subsidiary or parent of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 8.6 and to impose stop transfer instructions with respect to the capital stock of the Company (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Stockholder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.

This Investor Proxy Agreement (this “Investor Proxy Agreement”) among SI Securities, LLC, a New York limited liability company (“SeedInvest”); and those persons (the “Purchasers”) now or hereafter signing the counterpart signature page to this Investor Proxy Agreement attached hereto which shall take effect on the date set forth on such below (the “Effective Date”).

The Purchasers own Series A Preferred Stock (the “Portfolio Company Securities”) in HyperSciences, Inc. (“the Portfolio Company”) in the amount set forth on the signature page attached hereto (the “Amount”).

The Purchasers desire to appoint SeedInvest to manage their Portfolio Company Securities, which appointment SeedInvest is willing to accept, on the terms and conditions set forth in this Investor Proxy Agreement.

All words with initial capitals are defined in Exhibit A, which Exhibit also sets forth some interpretative guidelines.

Each Purchaser irrevocably constitutes and appoints SeedInvest, which appointment SeedInvest accepts, as his true and lawful attorney in fact, in his name, place and stead, to take the actions set forth in Section 3 subject to the limitations set forth in Section 4. Each Purchaser, for himself and his successors and assigns, agrees that the grant of the power of attorney to SeedInvest pursuant to this Section 3 is coupled with an interest, is irrevocable and survives his death, termination or legal incompetency, as the case may be, or the assignment of his Portfolio Company Securities.

SeedInvest has full, exclusive, and complete power, and authority to take the following actions with respect to the Portfolio Company Securities subject to Section 4 below:

as applicable, voting the Portfolio Company Securities at the Portfolio Company meeting of stockholders or members, as the case may be, or execute a written consent or consents if stockholders or members of the Portfolio Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders or members of the Portfolio Company;

to exercise and/or waive every right, power and authority with respect to the Portfolio Company Securities and to sign in the Purchaser's name and on Purchaser's behalf any agreement, document and/or instrument, and any affidavit or approval with respect to the Portfolio Company Securities or to the rights which they represent in the Portfolio Company;

if the Portfolio Company Securities are in the form of convertible notes or Safe notes, exercising any option to convert them into shares of the Portfolio Company;

if the Portfolio Company Securities are in the form of preferred shares, exercising any option to convert them into common shares of the Portfolio Company, and

Notwithstanding anything in this Investor Proxy Agreement to the contrary, Purchasers shall have fourteen calendar days upon receipt of notice of any action requiring Purchaser approval (the “Notice Period”) within which to either approve or deny the action. In the event a Purchaser does not approve or deny an action requiring approval within the Notice Period, Purchaser shall relinquish such right, and SeedInvest shall vote such Purchaser’s Portfolio Company Securities on their behalf in alignment with the majority vote of all outstanding Series A Preferred Stock in the Portfolio Company. The Notice Period may be extended for successive seven calendar day periods up to a maximum of twenty-eight calendar days at the discretion of SeedInvest.

This Investor Proxy Agreement does not: (a) require SeedInvest, or any of its Affiliates to offer the Purchasers any investment opportunity; (b) otherwise limit or restrict SeedInvest from buying, selling, investing in or otherwise dealing with any other investments; or (c) otherwise limit or restrict any of such Persons from engaging in business with, having investment responsibilities for, rendering investment banking, commercial banking or investment or other advisory services to, performing other services for or collecting fees from, any Person.

SeedInvest agrees to devote adequate business time and efforts (but in any event less than full-time business time and efforts when measured over a calendar year) to its activities under this Investor Proxy Agreement.

Except otherwise approved by Purchasers holding a Simple Majority Interest, SeedInvest is not entitled to any compensation for its activities under this Investor Proxy Agreement.

Except otherwise approved by Purchasers holding a Simple Majority Interest, SeedInvest must bear the expenses of its activities under this Investor Proxy Agreement.

SeedInvest may resign from its activities and powers under this Investor Proxy Agreement at any time by giving written notice to the Purchasers. The resignation of SeedInvest takes effect 30 days after receipt of notice thereof or at such later time as may be specified in the notice, and, unless otherwise specified in the notice, the acceptance of such resignation is not necessary to make it effective.

SeedInvest may be removed from its activities and powers under this Investor Proxy Agreement either with or without cause, at any time, by Purchasers holding a Super Majority Interest.

Upon the resignation or removal of SeedInvest, the Purchasers may elect a new appointee by Purchasers holding a Simple Majority Interest. In order to succeed as appointee, the Person elected as appointee must execute this Investor Proxy Agreement.

SeedInvest is not liable to any Purchaser for any action taken or omitted to be taken by him or by any other Purchaser or other Person with respect to the Portfolio Company Securities, including any negligent act or failure to act, except in the case of a liability resulting from SeedInvest’s own fraud, gross negligence, willful malfeasance, intentional and material breach of this Investor Proxy Agreement or conduct that is the subject of a criminal proceeding (where SeedInvest had reasonable cause to believe that such conduct was unlawful). SeedInvest may consult with legal counsel and accountants with respect to Portfolio Company affairs (including interpretations of this Investor Proxy Agreement) and is fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether SeedInvest acted with the requisite degree of care, SeedInvest is entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of SeedInvest selected and monitored with reasonable care; provided, however, that SeedInvest may rely upon such statements if he believed that such statements were materially false.

To the fullest extent permitted by law, the Purchasers must indemnify, protect and defend SeedInvest against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), including amounts paid in satisfaction of judgments, in settlement or compromise or as fines or penalties and reasonable legal fees or other expenses actually incurred in investigating, preparing or defending against any such Claims, whether civil or criminal (all of such Claims, amounts and expenses referred to herein are referred to collectively as “Liabilities”), to which SeedInvest may become subject by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities under this Investor Proxy Agreement.

Each Purchaser must promptly reimburse (or advance to the extent reasonably requested) SeedInvest for the Purchaser’s Pro Rata Share of the reasonable legal or other expenses (as incurred) of SeedInvest in connection with investigating, preparing to defend or defending any Claim relating to any Liabilities for which SeedInvest may be indemnified pursuant to this Section 8.2; provided, however, that SeedInvest executes a written undertaking to repay the Purchasers for such reimbursed or advanced expenses if it is judicially determined, in a final and non-appealable judgment, that SeedInvest is not entitled to the indemnification provided by this Section 8.2.

The provisions of this Section 8.2 continue to afford protection to SeedInvest regardless of whether SeedInvest remains in the position or capacity pursuant to which SeedInvest became entitled to indemnification under this Section 8.2 and regardless of any subsequent amendment to this Investor Proxy Agreement; provided, however, that no such amendment may reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

Each Purchaser acknowledges that the success of the Portfolio Company will be based substantially on the active participation of Purchasers. It is the expectation of the Purchasers that they will offer opinions, suggestions and other information (collectively, “Gratuitous Advice”) to SeedInvest and other Purchasers. Accordingly, each Purchaser’s willingness to offer Gratuitous Advice is made in reliance on the agreement of the Purchasers that they will not rely on such Gratuitous Advice, and that the Purchaser offering such Gratuitous Advice will not be held liable for such Gratuitous Advice, regardless of whether such Purchaser is a professional or otherwise considered knowledgeable in a particular area or field. ACCORDINGLY, EXCEPT IN THE CASE OF ACTUAL INTENTIONAL FRAUD ON THE PART OF AN INVESTOR, EACH INVESTOR, ON BEHALF OF HIMSELF AND ON BEHALF OF HIS SUCCESSORS, ASSIGNS, HEIRS, BENEFICIARIES AND REPRESENTATIVES RELEASES AND FOREVER DISCHARGES EACH OTHER INVESTOR FROM ANY AND ALL LIABILITY WITH RESPECT TO SUCH INVESTOR’S GRATUITOUS

ADVICE THAT SUCH INVESTOR NOW HAS OR MAY IN THE FUTURE HAVE, AND WAIVES TO THE FULLEST EXTENT OF THE LAW ANY RIGHT TO HOLD SUCH INVESTORS LIABLE FOR GRATUITOUS ADVICE.

Each Purchaser agrees to Transfer his Portfolio Securities only if the transferee has executed the signature page attached hereto to assume all of the duties and obligations of the transferor Purchaser under this Investor Proxy Agreement and to be bound by and subject to all of the terms and conditions of this Investor Proxy Agreement.

Except as otherwise provided in Section 10.2, this Investor Proxy Agreement may be modified, amended or waived only with the written consent of SeedInvest and Purchasers holding a Super Majority Interest. Any amendment or waiver so effected is binding upon SeedInvest and each Purchaser whether or not SeedInvest or such Purchaser entered into or approved such amendment or waiver. Notwithstanding the foregoing, this Investor Proxy Agreement may not be amended and the observance of any term hereunder may not be waived with respect to any Purchaser without the written consent of such Purchaser unless such amendment or waiver applies to all Purchasers in the same fashion. SeedInvest must give prompt written notice of any amendment or waiver hereunder to any Purchaser that did not consent in writing to such amendment or waiver. No waivers of or exceptions to any term, condition or provision of this Investor Proxy Agreement, in any one or more instances, are deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Without limiting the power to amend this Investor Proxy Agreement granted by Section 10.1, this Investor Proxy Agreement may be amended by SeedInvest and any subsequent appointee to effect changes of a ministerial nature that do not materially and adversely affect the rights, duties or obligations of the Purchasers, including accepting additional Purchasers to reflect the issuance or transfer of Portfolio Company Securities.

This Investor Proxy Agreement goes into effect on the Effective Date and continues in full force and effect until the earlier of:

Regardless of the place of contract, place or performance, or otherwise, this Investor Proxy Agreement and all amendments, modifications and supplements to it, and the rights of the Parties under it, must be construed under, and be governed by, the laws of the State of Delaware, without giving effect to the principles of law (such as conflicts of law or choice of law rules) that might make the law of some other jurisdiction applicable.

No notice or other communication under this Investor Proxy Agreement is sufficient to affect any rights, remedies or obligations of a Party unless the notice or communication is in writing and (as elected by the Party giving the notice) is (i) personally delivered, (ii) transmitted by e-mail or other electronic form, (iii) transmitted by a recognized courier service agreed to by the Parties from time to time or (iv) transmitted by postage prepaid certified or registered mail (with a return receipt requested - airmail if international), to the Party to which notice or communication is being given at the appropriate address as follows:

Except as otherwise specified in this Investor Proxy Agreement, all notices or communications are deemed to have been duly given (i) on the date of receipt if delivered personally, (ii) on the date of transmission if transmitted by e-mail or other electronic form, (iii) the day after pick-up by courier if delivered by courier or (iv) 3 days after mailing if delivered by the postal service. A Party may change its address by notice to the other Parties.

The following exhibits are incorporated into this Investor Proxy Agreement by this reference:

If a Party fails to strictly enforce the performance of a provision of this Investor Proxy Agreement, the failure does not constitute a waiver of that provision at any future time and it does not prevent that Party from insisting on the strict keeping and performance of that provision at a later time.

If any provision of this Investor Proxy Agreement is held to be invalid by a court of competent jurisdiction or a board of arbitrators, the court or the board of arbitrators making the determination of invalidity must modify this Investor Proxy Agreement to reduce the scope, duration or area of the provision, to delete specific words or phrases, or to replace any invalid provision with a provision that is valid and that comes closest to expressing the intention of the invalid provision, and this Investor Proxy Agreement is enforceable as so modified. In spite of the foregoing, if the court of competent jurisdiction or the board of arbitrators determines that this Investor Proxy Agreement as so modified materially reduces the rights or materially increases the obligations of a Party as compared with the rights and obligations that the Party would have had if the invalid provision had been valid, the adversely affected Party may terminate this Investor Proxy Agreement without any liability to the other Parties by giving the other Parties notice to that effect within 30 days after the decision by the court or board of arbitrators.

The Parties may execute this Investor Proxy Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page or joinder agreement by facsimile is as effective as executing and delivering this Investor Proxy Agreement in the presence of the other Parties. This Investor Proxy Agreement is effective upon delivery of one executed counterpart from each Party to the other Parties. In proving this Investor Proxy Agreement, a Party must produce or account only for the executed counterpart of the Party to be charged.

IN WITNESS WHEREOF, the parties have executed this Investment Investor Proxy Agreement as of the date first agreed and accepted by SeedInvest as written below.

"Affiliate" means, with respect to any specified person or entity, any person or entity directly or indirectly Controlling, Controlled by or under direct or indirect common Control with the specified person or entity and does also include, in the case of a specified person who is an individual, any Family Member of such person.

“Investor Proxy Agreement” means this Investment Investor Proxy Agreement, as amended from time to time.

"Family Member" means, with respect to any individual, such individual's parents, spouse, and descendants (whether natural or adopted) and any trust or other vehicle formed for the benefit of, and controlled by, such individual and/or any one or more of them.

“Person” means any individual, corporation, partnership, limited liability company, trust or other entity.

“Portfolio Company” has the meaning assigned to it in the background Section.

“Portfolio Company Liquidation Event” means any of the following events:

a merger or consolidation in which: (i) the Portfolio Company is a constituent party or (ii) a subsidiary of the Portfolio Company is a constituent party and the Portfolio Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Portfolio Company or a subsidiary in which the shares of capital stock of the Portfolio Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of: (1) the surviving or resulting company or (2) the parent company of the surviving or resulting company if such surviving or resulting company is a wholly owned subsidiary of another company immediately following such merger or consolidation (provided that, for the purposes of this definition, all of the shares of common stock issuable upon an exercise of any options outstanding immediately prior to such merger or consolidation, or upon a conversion of convertible securities outstanding immediately prior to any merger or consolidation, are deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Portfolio Company or any subsidiary of the Portfolio Company , of all or substantially all the assets of the Portfolio Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Portfolio Company if substantially all of the assets of the Portfolio Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Portfolio Company .

“Portfolio Company Securities” means the shares of capital stock, SAFE Notes, promissory notes and/or warrants issued by the Portfolio Company to the Purchasers on or about the Effective Date and any other securities of the Portfolio Company into which the foregoing securities may be converted or that may be exchanged for the foregoing securities or that may be received upon exercise, conversion or exchange of the foregoing securities.

“Pro Rata Share” as applied to an Purchaser, means (a) in case of promissory or Safe or note Portfolio Company Securities, the percentage that the principal outstanding of the Purchaser’s promissory or Safe note bears to the aggregate principal amount of all of the outstanding promissory notes held by all Purchasers and (b) in case of equity Portfolio Company Securities, the percentage that the number of shares owned by the Purchaser bears to the aggregate number of shares held by all Purchasers.

“Simple Majority Interest” means (a) in case of promissory or Safe note Portfolio Company Securities, a majority of the principal amount of the aggregate principal amount of all of the outstanding promissory or Safe notes held by all Purchasers and (b) in case of equity Portfolio Company Securities, a majority of the number of shares held by all Purchasers (it being understood that those Purchasers who have a conflict of interest with respect the proposed transaction will not be counted for purposes of computing the majority).

“Super Majority Interest” means (a) in case of promissory or Safe note Portfolio Company Securities, at least 2/3^rd of the principal amount of the aggregate principal amount of all of the outstanding promissory or Safe notes held by all Purchasers and (b) in case of equity Portfolio Company Securities, at least 2/3^rd of the number of shares held by all Purchasers (it being understood that those Purchasers who have a conflict of interest with respect the proposed transaction will not be counted for purposes of computing the 2/3^rd majority).

“Transfer”, as a noun, is deemed to include any voluntary or involuntary transfer, sale, pledge, hypothecation or other disposition, and as a verb, is deemed to mean to voluntarily or involuntarily transfer, sale, pledge, hypothecate or otherwise dispose of.

Generally. Should the provisions of this Investor Proxy Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the Investor Proxy Agreement may not apply the assumption that the terms must be more strictly construed against one Party by reason of the rule of construction that an instrument is to be construed more strictly against the Party which itself or through its agents prepared the instrument, it being agreed that the agents of both Parties have participated equally in the preparation of this Investor Proxy Agreement.

Singular and Plural of Defined Terms. The definitions in this Exhibit apply equally to both the singular and plural of the terms defined.

Gender of Pronouns. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

References to Investor Proxy Agreement. Words such as "herein," "hereinafter," "hereof," "hereto" and hereunder" refer to this Investor Proxy Agreement as a whole unless the context otherwise requires.

References to Sections and Exhibits. All references in this agreement to Sections and Exhibits are deemed to be references to Sections of and Exhibits to this Investor Proxy Agreement unless the context otherwise requires.

Captions. The captions or headings of the Sections and other subdivisions of this Investor Proxy Agreement are inserted only as a matter of convenience or reference and have no effect on the meaning of the provisions of those Sections or subdivisions.

Recitals. The recitals to this Investor Proxy Agreement may not be taken into account in the construction or interpretation of any provision of this Investor Proxy Agreement.

Interpretation of “Including.” The words "include, "includes," and "including" are deemed to be followed by the phrase "without limitation."

Negative Covenants. Any undertaking in this Investor Proxy Agreement not to do any act or thing is deemed to include an undertaking not to permit or suffer the doing of that act or thing.

References to “Day.” Any reference in this Investor Proxy Agreement to "day" or number of "days" without the explicit qualification of "Business" must be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day and that calendar day is not a Business Day, then the action or notice is deferred until, or may be taken or given, on the next Business Day.

References to Date and Time. Any reference in this Investor Proxy Agreement to a date or time is a reference to that date or time in New York, New York, unless the context otherwise requires.

Entirety of Investor Proxy Agreement. This Investor Proxy Agreement constitutes the final agreement among the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Investor Proxy Agreement. All prior and contemporaneous negotiations and agreements among the Parties on the matters contained in this Investor Proxy Agreement are expressly merged into and superseded by this Investor Proxy Agreement. The provisions of this Investor Proxy Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Investor Proxy Agreement, no Party has relied upon any statement, representation, warranty, or agreement of any other Party except for those expressly contained in this Investor Proxy Agreement. There are no conditions precedent to the effectiveness of this Investor Proxy Agreement other than those expressly stated in this Investor Proxy Agreement.

to attract and retain the best available personnel for positions of substantial responsibility,

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

“Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units.

“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants the following, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable

bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Exchange Act) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth (or in the case of a Subscriber that is a non-natural person, their revenue or net assets for such Subscriber’s most recently completed fiscal year end).

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have been

presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Subscription Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Washington, without regard to its laws governing conflicts of laws.

EACH OF THE SUBSCRIBER AND THE COMPANY (A) HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF THE FEDERAL COURTS LOCATED IN SPOKANE, WASHINGTON FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SERIES A AGREEMENT, (B) AGREES NOT TO COMMENCE ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT EXCEPT IN THE FEDERAL COURTS LOCATED IN THE SPOKANE, WASHINGTON, AND (C) HEREBY WAIVE, AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT.EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) The Transaction Agreements supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Subscriber, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate box on the www.seedinvest.com Platform (“Online Acceptance”), confirms such Subscriber’s investment through the www.seedinvest.com Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Subscriber agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and Online Acceptance establishes such Subscriber’s acceptance of the terms and conditions of this Subscription Agreement.

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of ______________, 2018, by and among HyperSciences, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A attached hereto who have invested in the Series A Preferred Stock offering of the Company (the “Investors” and each an “Investor”), and certain holders of the Company’s common stock listed on Exhibit B attached to this Agreement (the “Key Holders”).

The Investors have agreed to purchase from the Company, and the Company has agreed to sell to the Investors, shares of the Company’s Series A Preferred Stock (the “Shares”) on the terms and conditions set forth in that certain Series A Preferred Stock Subscription Agreement dated of even date herewith by and among the Company and the Investors, as amended from time to time, and all agreements attached thereto (the “Series A Agreement”).

It is a condition to the closing of the sale of the Shares that the parties hereto execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

Basic Financial Information. In addition to the required periodic filings with the Securities and Exchange Commission (“SEC”) as required under Regulation A (17 CFR § 230.251 et. seq.), the Company will furnish to each Investor holding, together with such Investor's affiliates, more than 13,021 shares of Series A Preferred Stock (each a “Major Investor”), when available, quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company’s fiscal year), including an unaudited balance sheet as of the end of such fiscal year, an unaudited statement of operations and an unaudited statement of cash flows of the Company for such quarter, all prepared in good faith in accordance with a method selected by the Company’s accountant, subject to changes resulting from normal year-end adjustments. If the Company has audited records of any of the foregoing, it shall provide those in lieu of the unaudited versions.

Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Investor by reason of this Agreement shall have access to any trade secrets or confidential information of the Company. The Company shall not be required to comply with any information rights in respect of any Investor whom the Company reasonably determines to be a competitor or an officer, employee, director or holder of ten percent (10%) or more of a competitor. Each Investor agrees that such Investor will keep confidential and will not disclose,

divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, provided that each Investor may disclose such confidential information to such Investor’s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Investor’s investment in the Company so long as any such recipient is bound by a written confidentiality agreement with obligations that are at least as restrictive as such Investor’s confidentiality obligations under this Section 1.1(b).

Inspection Rights. The Company shall permit each Major Investor to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such times as may be mutually agreed by the Company and such Investor, but in no event will such visit and/or inspection occur outside of normal working hours of the Company.

Additional Rights. In the event that the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) which have (a) rights, preferences or privileges that are more favorable than the terms of the Shares or (b) provides all such future investors other contractual terms such as preemptive rights or registration rights, the Company shall provide substantially equivalent rights to the Investors with respect to the Shares (with appropriate adjustment for economic terms or other contractual rights, subject to such Investor’s execution of any documents, including, if applicable, investors’ rights, co-sale, voting and other agreements, executed by the investors purchasing securities in the Next Financing (such documents referred to herein as the “Next Financing Documents”). Any Major Investor will remain a Major Investor for all purposes in the Next Financing Documents to the extent such concept exists. Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Investors holding a majority of the then outstanding Shares held by all Investors, this Agreement (excluding any then-existing obligations) shall be amended and restated by and into such Next Financing Documents.

Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the “Securities”) or any assignee of record of Securities (each such person, a “Holder”) hereby agrees not to make any disposition of all or any portion of any Securities unless and until:

there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement;

there is then in effect a public offering on a securities exchange (including OTC and similar markets) (a “Public Offering”) covering such proposed disposition and such disposition is made in accordance with such Public Offering; or

such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel (if requested), reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act.

Notwithstanding the provisions of Sections 2.1(a) and (b) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of any Securities in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, without limitation, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member or stockholder, or (iii) for the transfer by gift, will or intestate succession by any Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that in the case of clauses (ii) and (iii) the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Investor hereunder and in the case of clause (iii) the transfer was without additional consideration or at no greater than cost.

“Market Stand-Off” Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act or any Public Offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary or parent of the Company into which the Company merges or consolidates. To enforce the foregoing covenant,

the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

General. Each Major Investor has the right of first refusal to purchase such Investor’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined in Section 3.2 below) that the Company may from time to time issue after the date of this Agreement, provided, however, such Major Investor shall have no right to purchase any such New Securities if such Major Investor cannot demonstrate to the Company’s reasonable satisfaction that such Investor is at the time of the proposed issuance of such New Securities an “accredited investor” as such term is defined in Regulation D under the Securities Act. An Investor’s “Pro Rata Share” for purposes of this right of first refusal is the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Shares owned by such Investor, to (b) a number of shares of Common Stock of the Company equal to the sum of (1) the total number of shares of Common Stock of the Company then outstanding plus (2) the total number of shares of Common Stock of the Company into which all then outstanding shares of Preferred Stock of the Company are then convertible plus (3) the number of shares of Common Stock of the Company reserved for issuance under any stock purchase and stock option plans of the Company and outstanding warrants.

New Securities. “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include: (a) securities issued upon conversion of the Shares; (b) securities or options, warrants or other rights to purchase securities issued to employees, consultants or directors in accordance with plans, agreements or similar arrangements; (c) securities issued upon exercise of options, warrants or convertible securities existing on the closing date; (d) securities issued as a dividend or distribution on the Shares or for which adjustment is otherwise made pursuant to the certificate of incorporation (e.g., stock splits); (e) securities issued in connection with a registered or qualified public offering; (f) securities issued or issuable pursuant to an acquisition of another corporation or a joint venture agreement approved by the board of directors of the Company (the “Board”); (g) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to debt financing or commercial transactions approved by the Board; (h) securities issued or issuable in connection with any settlement approved by the Board; (i) securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar arrangements or strategic partnerships approved by the Board; (j) securities issued to suppliers of goods or services in connection with the provision of goods or services pursuant to transactions approved by the Board; or (k) securities that are otherwise excluded by written consent of holders of a majority of the then outstanding shares of Series A Preferred Stock.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Major Investor a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 3.2. Each Major Investor shall have ten (10) days from the date such Notice is effective, as determined pursuant to Section 3.2 based upon the manner or method of notice, to agree in writing to purchase such Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share).

Failure to Exercise. In the event that the Major Investors fail to exercise in full the right of first refusal within such ten (10) day period, then the Company shall have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Major Investors’ rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Major Investors. In the event that the Company has not issued and sold the New Securities within such one hundred twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Major Investors pursuant to this Section 3.

RESTRICTIVE LEGENDS. Each certificate representing any of the Shares subject to this Agreement shall be marked by the Company with a legend reading substantially as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AND VOTING RESTRICTIONS AS SET FORTH IN THE INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined below); provided, however, that Investors purchasing Shares in any subsequent closing of the Series A Preferred offering may become parties to this Agreement, by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. As used herein, the term “Investors’ Shares” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding Shares issued under the Series A Agreement plus all then outstanding shares issued upon the conversion of any Shares issued under the Series A Agreement. Any amendment or waiver effected in accordance with this Section 5.1 shall be binding upon each Investor, each Holder, each Key Holder (as applicable), each permitted successor or assignee of such Investor or Holder and the Company.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A hereto, or to such address or facsimile number as subsequently modified by written notice given in accordance with this Section 5.2. If notice is given to the Company, it shall be sent to HyperSciences, Inc, 1314 S. Grand Blvd., Suite 2-133, Spokane, WA 99202, Attention: President and a copy (which shall not constitute notice) shall also be sent to Lee & Hayes, PLLC, 601 W. Riverside Ave., Suite 1400, Spokane, WA 99201, Attention: Daniel M. Wadkins.

Entire Agreement. This Agreement and the documents referred to herein, together with all the Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by an Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing, and except as otherwise provided herein, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of common stock (“Common Stock”) or preferred stock (“Preferred Stock”) of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Facsimile Signatures. This Agreement may be executed and delivered by facsimile or PDF and upon such delivery the facsimile or PDF signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

Termination. The rights, duties and obligations under Sections 1, 3 and 4 of this Agreement shall terminate immediately prior to the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. Notwithstanding anything to the contrary herein, this Agreement (excluding any

then-existing obligations) shall terminate upon the closing of a Deemed Liquidation Event as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time. Section 1.1(b) shall survive any such termination of the Agreement.

Dispute Resolution. Each party (a) hereby irrevocably and unconditionally submits to the jurisdiction of the federal courts located in Spokane, Washington for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement or the Series A Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement or the Series A Agreement except in the federal courts located in Spokane, Washington, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the Series A Agreement or the subject matter hereof and thereof may not be enforced in or by such court.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of ________________________ by and among HyperSciences, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

WHEREAS, each Key Holder is the beneficial owner of the number of shares of Capital Stock, or of options to purchase Common Stock, set forth opposite the name of such Key Holder on Schedule B;

WHEREAS, the Company and the Investors are parties to the Series A Preferred Stock Subscription Agreement, of even date herewith (the “Subscription Agreement”), pursuant to which the Investors have agreed to purchase shares of the Series A Preferred Stock of the Company, par value $0.0001 per share (“Series A Preferred Stock”); and

WHEREAS, the Key Holders and the Company desire to further induce the Investors to purchase the Series A Preferred Stock;

NOW, THEREFORE, the Company, the Key Holders and the Investors agree as follows:

“Affiliate” means, with respect to any specified Investor, any other Investor who directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, managing member, officer or director of such Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, such Investor.

“Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

“Change of Control” means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

“Common Stock” means shares of Common Stock of the Company, $0.0001 par value per share.

“Company Notice” means written notice from the Company notifying the Prospective Transferor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Transfer.

“Deemed Liquidation Event” has the same meaning as defined in Article V(B)(1) of the Restated Certificate.

“Investors” means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Subsection 6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.11 and any one of them, as the context may require.

“Key Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

“Preferred Stock” means collectively, all shares of Series A Preferred Stock.

“Proposed Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Investors or Key Holders.

“Proposed Transfer Notice” means written notice from an Investor or Key Holder setting forth the terms and conditions of a Proposed Transfer.

“Prospective Transferee” means any person to whom an Investor or Key Holder proposes to make a Proposed Transfer.

“Prospective Transferor” means any Investor or Key Holder proposing to make a Proposed Transfer.

“Restated Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

“Right of Co-Sale” means the right, but not an obligation, of an Investor or Key Holder to participate in a Proposed Transfer on the terms and conditions specified in the Proposed Transfer Notice.

“Right of First Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Transfer, on the terms and conditions specified in the Proposed Transfer Notice.

“Secondary Notice” means written notice from the Company notifying the Investors and Key Holders and the Prospective Transferor that the Company does not intend to exercise its Right of First Refusal as to all shares of Transfer Stock with respect to any Proposed Transfer.

“Secondary Refusal Right” means the right, but not an obligation, of each Investor and Key Holder to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors and Key Holders) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

“Transferee Notice” means written notice from a Prospective Transferee notifying the Company and the selling Prospective Transferor that such Prospective Transferee intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Transfer.

“Transfer Stock” means shares of Capital Stock owned by a Prospective Transferee, or issued to a Prospective Transferee after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

“Undersubscription Notice” means written notice from a Prospective Transferee notifying the Company and the Prospective Transferor that such Prospective Transferee intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

Grant. Subject to the terms of Section 3 below, each Investor and Key Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Investor or Key Holder may propose to transfer in a Proposed Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

Notice. Each Investor and Key Holder proposing to make a Proposed Transfer must deliver a Proposed Transfer Notice to the Company and each Investor not later than forty-five (45) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Transfer. To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the Prospective Transferor within fifteen (15) days after delivery of the Proposed Transfer Notice. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that contains a preexisting right of first refusal, the Company and the Key Holder acknowledge and agree that the terms of this Agreement shall control and the

preexisting right of first refusal shall be deemed satisfied by compliance with Subsection 2.1(a) and this Subsection 2.1(b). In the event of a conflict between this Agreement and the Company’s Bylaws containing a preexisting right of first refusal, the terms of the Bylaws will control and compliance with the Bylaws shall be deemed compliance with this Subsection 2.1(a) and (b) in full.

Grant of Secondary Refusal Right to Investors. Subject to the terms of Section 3 below, each Investor and Key Holder hereby unconditionally and irrevocably grants to the Investors and Key Holders a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased by the Company pursuant to the Right of First Refusal, as provided in this Subsection 2.1(c). If the Company does not intend to exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Transfer, the Company must deliver a Secondary Notice to the Prospective Transferor and to each Investor and Key Holder to that effect no later than fifteen (15) days after the Proposed Transferor delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor or Key Holder must deliver a Transferee Notice to the Proposed Transferor and the Company within ten (10) days after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding sentence.

Undersubscription of Transfer Stock. If options to purchase have been exercised by the Company and the Investors and Key Holders with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Subsection 2.1(c) (the “Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors and Key Holders who fully exercised their Secondary Refusal Right within the Transferee Notice Period (the “Exercising Stockholders”). Each Exercising Stockholder shall, subject to the provisions of this Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Stockholder or Key Holder must deliver an Undersubscription Notice to the Prospective Transferor and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Subsection 2.1(d) shall be allocated to such Exercising Stockholders pro rata based on the number of shares of Transfer Stock such Exercising Stockholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Stockholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Stockholders, the Company shall promptly notify all of the Exercising Stockholders and the selling Prospective Transferor of that fact.

Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set forth in the Company Notice. If the Company or any Investor or Key Holder cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the

Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Prospective Transferees shall have been delivered to the Prospective Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Exercise of Right. If any Transfer Stock subject to a Proposed Transfer is not purchased pursuant to Subsection 2.1 above and thereafter is to be sold to a Prospective Transferee, each respective Investor and Key Holder may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Transfer as set forth in Subsection 2.2(b) below and, subject to Subsection 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor and Key Holder who desires to exercise its Right of Co-Sale (each, a “Participating Stockholder”) must give the Prospective Transferor written notice to that effect within fifteen (15) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating Stockholder shall be deemed to have effectively exercised the Right of Co-Sale.

Shares Includable. Each Participating Stockholder may include in the Proposed Transfer all or any part of such Participating Stockholder’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Transfer (excluding shares purchased by the Company or the Participating Stockholders pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Stockholder immediately before consummation of the Proposed Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Stockholders immediately prior to the consummation of the Proposed Transfer. To the extent one (1) or more of the Participating Stockholders exercises such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the Prospective Transferor may sell in the Proposed Transfer shall be correspondingly reduced.

Purchase and Sale Agreement. The Participating Stockholders and the Prospective Transferor agree that the terms and conditions of any Proposed Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Stockholders and the Prospective Transferor further covenants and agrees to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders and the Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder and the Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Stockholder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

In the event that the Proposed Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders and the Prospective Transferor in accordance with Sections 2.1 and 2.2 of Article V(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event, and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.

Purchase by Selling Key Holder; Deliveries. Notwithstanding Subsection 2.2(c) above, if any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Stockholder or upon the failure to negotiate in good faith a Purchase and Sale Agreement reasonably satisfactory to the Participating Stockholders, no Key Holder or Investor may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Key Holder purchases all securities subject to the Right of Co-Sale from such Participating Stockholder on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Subsection 2.2(d)(i); provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the Prospective Transferor to such Participating Stockholder shall be made in accordance with the first sentence of Subsection 2.2(d)(ii). In connection with such purchase by the Prospective Transferor, such Participating Stockholder shall deliver to the Prospective Transferor any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the Prospective Transferor (or request that the Company effect such transfer in the name of the Prospective Transferor). Any such shares transferred to the Prospective Transferor will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the Prospective Transferor shall concurrently therewith remit or direct payment to each such Participating Stockholder the portion of the aggregate consideration to which each such Participating Stockholder is entitled by reason of its participation in such sale as provided in this Subsection 2.2(e).

Additional Compliance. If any Proposed Transfer is not consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company, the Prospective Transferor may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2. The exercise or election not to exercise any right by any Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Subsection 2.2.

Transfer Void; Equitable Relief. Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).

Violation of First Refusal Right. If any Prospective Transferor becomes obligated to sell any Transfer Stock to the Company or any Investor or Key Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor or Key Holder may, at its option, in addition to all other remedies it may have, send to such Prospective Transferor the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor or Key Holder (or request that the Company effect such transfer in the name of an Investor or Key Holder) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

Violation of Co-Sale Right. If any Investor or Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Stockholder who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Prospective Transferee to purchase from such Participating Stockholder the type and number of shares of Capital Stock that such Participating Stockholder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Investor or Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Stockholder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Investor or Key Holder shall also reimburse each Participating Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Stockholder’s rights under Subsection 2.2.

. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2 shall not apply (a) in the case of a Prospective Transferor that is an entity, upon a transfer by such Prospective Transferor to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock

from a Prospective Transferor by the Company at a price no greater than that originally paid by such Prospective Transferor for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Prospective Transferor making such pledge, (d) in the case of a Prospective Transferor that is a natural person, upon a transfer of Transfer Stock by such Prospective Transferor made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Prospective Transferor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative or person approved by the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Prospective Transferor or any such family members; (e) to a transfer that is approved by the Board of Directors of the Company; or (f) to the sale by the Prospective Transferor of up to ten percent (10%) of the Transfer Stock held by such Prospective Transferor as of the date that such Prospective Transferor first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d), (e) or (f), the Prospective Transferor shall deliver prior written notice to the Investors and Key Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as an Investor (but only with respect to the securities so transferred to the transferee), including the obligations of a Prospective Transferor with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to a qualified offering statement under Regulation A (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event.

. Notwithstanding the foregoing, no Prospective Transferor shall transfer any Transfer Stock to (a) any entity which, in the determination of the Company’s Board of Directors, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Company’s Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

. Each certificate, instrument, or book entry representing shares of Transfer Stock held by the Key Holders or Investors or issued to any permitted transferee in connection with a transfer permitted by Subsection 3.1 hereof shall be notated with the following legend:

THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Investor and Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares notated with the legend referred to in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder.

. This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s IPO; and (b) the consummation of a Deemed Liquidation Event.

. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

. Each Investor and Key Holder represents and warrants that such Investor or Key Holder is the sole legal and beneficial owner of the shares of Transfer Stock subject to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).

. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal courts located in Spokane, Washington for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal courts located in Spokane, Washington, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereof, as the case may be, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, it shall be sent to 1314 S. Grand Blvd., Suite 2-133, Spokane, WA 99202, Attention: CEO; and a copy (which shall not constitute notice) shall also be sent to 601 W. Riverside Ave., Suite 1400, Spokane, WA 99201, Attention: Daniel Wadkins.

. This Agreement (including, the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, and (c) the Investors holding a majority of the shares of the outstanding Series A Preferred Stock. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders, respectively, in the same fashion, and (ii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders, and (iii) Schedule A hereto may be amended by the Company from time to time in accordance with the Subscription Agreement to add information regarding any additional

Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Any successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company, as a condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.

The rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except by an Investor to any Affiliate, it being acknowledged and agreed that any such assignment shall be subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.

Except in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances.

. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series A Preferred Stock after the date hereof, any purchaser of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an “Investor” for all purposes hereunder.

. This Agreement shall be governed by the internal law of the State of Washington, without regard to its conflict of laws principles.

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

. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Key Holders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

. In the event that after the date of this Agreement, the Company issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Company shall, as a condition to such issuance, cause such employee or consultant to execute a counterpart signature page hereto as a Key Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Holder.

. If any Investor or Key Holder is married on the date of this Agreement, such Investor’s or Key Holder’s spouse shall execute and deliver to the Company a Consent of Spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Investor’s or Key Holder’s shares of Transfer Stock that do not otherwise exist by operation of law or the agreement of the parties. If any Investor or Key Holder should marry or remarry subsequent to the date of this Agreement, such Investor or Key Holder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

IN WITNESS WHEREOF, the parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.

I, [____________________], spouse of [______________], acknowledge that I have read the Right of First Refusal and Co-Sale Agreement, dated as of [_____ __, 2018], to which this Consent is attached as Exhibit A (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding certain rights to certain other holders of Capital Stock of the Company upon a Proposed Transfer of shares of Transfer Stock of the Company which my spouse may own including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of Transfer Stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of Transfer Stock of the Company shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of ______________________________ by and among HyperSciences, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) (referred to herein as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).

Concurrently with the execution of this Agreement, the Company and the Investors are entering into a Series A Preferred Stock Subscription Agreement (the “Subscription Agreement”) providing for the sale of shares of the Company’s Series A Preferred Stock.

The Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) provides that the holders of record of the shares of Common Stock and of any other class or series of voting stock (including Series A Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the total number of directors of the Company.

The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the Company’s capital stock held by them will be voted on, or tendered in connection with, an acquisition of the Company.

. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall have the number of directors authorized by the Bylaws of the Company. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursu

ant to any written consent of the stockholders, the following persons shall be elected to the Board:

two Board Members (each, a “Stockholder Board Designee” and, collectively, the “Stockholder Board Designees”) designated from time to time in a writing delivered to the Company and signed by Stockholders voting together who, at the time in question, hold a majority of the then outstanding shares of stock of the Company (both common and preferred together); and

one Board Member (the “CEO Board Designee”) who currently holds the position of CEO or a designee of such CEO.

. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

Subject to the rights of the Stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above;

any vacancies created by the resignation, removal or death of a director shall be filled pursuant to the provisions of this Section 1; and

upon the affirmative vote necessary to designate a director as provided in this Section 1 to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

. Each Person with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended

(the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each Person with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.

. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

. In the event that (i) the holders of at least a majority of the shares of Common Stock then issued (other than those issued or issuable upon conversion of the shares of Series A Preferred Stock); (ii) the holders of at least a majority of the outstanding shares of the Company’s Series A Preferred Stock; and (iii) the Board of Directors; (collectively, the “Electing Holders”) approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby agree:

if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of the Company), to be present (in person, by proxy, as applicable) for purposes of determining the presence of a quorum at a meeting, and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares,

and, except as permitted in Subsection 3.3 below, on the same terms and conditions as the Selling Investors;

to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents;

not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;

to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and

in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct.

. Notwithstanding the foregoing, a Stockholder will not be required to comply with Subsection 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:

the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);

the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; and

upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series A Preferred Stock elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(c) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder

or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable.

. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote (whether such vote would be by proxy, in person or by written consent), or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Except with regard to any voting proxy previously or hereafter granted to SI Securities, LLC by an Investor in connection with such Investor’s purchase of Series A Preferred Stock, each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean with respect to any Person any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) of the Securities Act.

. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Restated Certificate, provided that the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company; or (c) termination of this Agreement in accordance with Subsection 7.8 below.

Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of at least two hundred sixty (260) shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or

(ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.

In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 7.2. Each certificate instrument, or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 7.12.

. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

. This Agreement shall be governed by the internal law of the State of Washington, without regard to its conflicts of laws principles.

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

. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 7.7. If notice is given to the Company, a copy shall also be sent to Lee & Hayes, PLLC, 601 W. Riverside Ave., Suite 1400, Spokane, WA 99021, c/o Daniel M. Wadkins.

. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company; (b) the Key Holders; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;

the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;

Schedules A hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Subscription Agreement to add information regarding additional Investors without the consent of the other parties hereto; and

any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.

The Company shall give prompt written notice of any amendment, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination, or waiver effected in accordance with this Subsection 7.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or

assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

. This Agreement (including the Exhibits hereto), and the Restated Certificate and the other Transaction Agreements (as defined in the Subscription Agreement) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall be notated by the Company with a legend reading substantially as follows:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Subsection 7.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 7.12 herein and/or the failure of the Company to

supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.

. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

. If any individual Stockholder is married on the date of this Agreement, such Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any individual Stockholder should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days

thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

This Adoption Agreement (“Adoption Agreement”) is executed on ___________________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of [_____ __, 20___] (the “Agreement”), by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”)[ or options, warrants, or other rights to purchase such Stock (the “Options”)], for one of the following reasons (Check the correct box):

As a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement.

As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the Agreement.

As a new Investor in accordance with Subsection 7.1(a) of the Agreement, in which case Holder will be an “Investor” and a “Stockholder” for all purposes of the Agreement.

In accordance with Subsection 7.1(b) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement.

Agreement. Holder hereby (a) agrees that the Stock [Options], and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.

I, [____________________], spouse of [______________], acknowledge that I have read the Voting Agreement, dated as of [_____ __, 20___], to which this Consent is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of the Company that my spouse may own, including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.

This exclusive patent license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made between HyperSciences, Inc., a Delaware corporation HSI (“HSI”), and EnergeticX.net, LLC, a Washington limited liability company (“Company”), (individually “Party” or collectively “Parties”).

Certain inventions related to ram accelerator technology were made by Mark Russell, who is a principal in both HSI and Company (“Principal Investigator”);

As assignee of the inventions, HSI owns the patents and patent applications as listed in Section A1 “Licensed Patents” of Exhibit A “Exclusive Patent License Schedule” and HSI has the right to license to others certain rights to such patents and patent applications;

Company desires that HSI grant it an exclusive, royalty free, license to use, develop, and commercialize the inventions claimed in the Licensed Patents in the Field of Use; and

HSI is willing to grant a license on the terms set forth below. The Parties therefore agree as follows:

For purposes of interpreting this Agreement, the following terms have the following meanings ascribed to them:

“Affiliate” means a corporation, limited liability company, partnership, limited partnership or other form of business entity which controls, is controlled by, or is under common control of the Company and which has been given a Sublicense by the Company to use the Licensed Patents, and “control” means, with respect to an entity, (a) direct or indirect legal, beneficial or equitable ownership of greater than 50% of the shares of such entity entitled to vote in the election of directors (or in the case of an entity that is not a corporation, for the election of corresponding managing authority), or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity or the election of a majority of the board of directors or comparable governing body of such entity, whether through the ownership of voting securities, by contract or otherwise. For the purposes of this Agreement, HSI and Company will not be deemed to be Affiliates.

“Confidential Information” means any information or materials (biological, chemical, or otherwise) of the Parties not generally known to the public, including any information comprised of those materials, and including without limitation the inventions covered by the Licensed Patents and Company’s business plans or reports. Confidential Information does not include any information that:

is known to receiving Party prior to the disclosure by the disclosing Party, as evidenced by documentation;

is publicly released as authorized under this Agreement by a Party its employees or agents;

is subsequently obtained by a Party from a Third Party who is authorized to have such information; or

is independently developed by a Party without reliance on any portion of the Confidential Information received from the disclosing Party and without any breach of this Agreement as evidenced by documentation.

“Equity” means common or preferred stock, options, warrants or notes convertible into common stock, or other similar forms of equity ownership of the Company or, if applicable, an Affiliate.

“Event of Force Majeure” means an unforeseeable act that wholly prevents a Party from performing one or more of its material duties under this Agreement and that is outside of the reasonable control of the Party. An Event of Force Majeure includes acts of war or of Nature, insurrection and riot, and labor strikes. An Event of Force Majeure does not mean a Party’s inability to obtain a Third Party’s consent to any act or omission.

“Field of Use” means all fields of use at or above 100km MSL (Mean Sea Level of Earth), and all necessary terrestrial (including but not necessarily limited to Earth-based ground, underground, underwater and/or in-atmosphere) use for the sole purpose of developing, testing and/or operating any application of use at or above 100km MSL, including but not limited to all terrestrial launched orbital space applications, all terrestrial launched suborbital applications that have trajectories at or above 100km MSL and all necessary terrestrial use for the sole purpose of developing and testing any non- terrestrial (at or above 100km MSL) application prior to deployment.

“Licensed Patents” means the patents and patent applications (including all provisional, non-provisional, and PCT patent applications, and all national stage and foreign equivalents of the foregoing, accordingly) listed in Section A1 “Licensed Patents” of attached Exhibit A “Exclusive Patent License Schedule”, all divisionals and continuations of these patent applications, all patents issuing from these applications, divisionals, and continuations and any reissues, reexaminations and extensions of these patents and all know how, reports and background information thereof.

“Licensed Product” means any product or good or service that is used, made by, made for, sold, transferred, offered for sale, imported or otherwise disposed of during the term of this Agreement and for which use, manufacture, sale, transfer is covered by one or more Valid Claims of the Licensed Patents.

“Qualified Financing” means one or more offerings involving unrelated third parties of equity securities (whether common or preferred stock, options, warrants or notes convertible into common stock, or other similar forms of equity ownership depending upon the form of entity) issued for cash (or cash equivalents), the aggregate proceeds of which equals or exceeds the Qualified Offering Proceeds; provided that a Qualified Financing shall refer solely to the first offering (or offerings) in which the Company, or an Affiliate, raises the Qualified Offering Proceeds.

“Sublicense” means the grant by Company or a Sublicensee to a Third Party of any license, option, first right to negotiate, or other right granted under the Licensed Patents, in whole or in part.

“Sublicensee” means a Third Party holding a Sublicense under the Licensed Patents.

“Valid Claim” means (i) a claim in an issued and unexpired patent included in the Licensed Patents that: (a) has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, and not subject to appeal, (b) has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, (c) has not been lost through an interference, reexamination, or reissue proceeding; or (ii) a pending claim of a pending patent application included in the Licensed Patents.

The term of this Agreement will commence on the Effective Date and, unless terminated earlier as provided in Article 7 “Termination”, will expire on the date on which no Valid Claim in a Licensed Patent is pending or subsisting in any country in the Territory.

License Grant. Subject to the terms and conditions of this Agreement, including but not limited to the consideration set forth in Section A2 “Consideration” of attached Exhibit A “Exclusive Patent License Schedule,” HSI hereby grants to Company, and its Affiliates, and Company hereby accepts, an exclusive, non-transferable, royalty-free license to make, have made on Company’s behalf, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products in the Territory in the Field of Use. The license granted in this Agreement is limited to the Valid Claims. No provision of this Agreement grants Company, by implication, estoppel or otherwise, any rights other than the rights expressly granted it in this Agreement to the Licensed Patents in the Field of Use, or to any other HSI-owned technology, patent applications, or patents.

Sublicenses. Company has the right, exercisable from time to time during the term of this Agreement, to Sublicense its rights under this Agreement. Company may not grant Sublicensees the right to enforce Licensed Patents. Company shall remain responsible for its obligations under this Agreement, and shall ensure that the Sublicense agreement: i) contains terms and conditions requiring Sublicensee to comply with the applicable terms and conditions under this Agreement (including a release substantially similar to that provided by Company in Section 8.1 “Com pany’s Release”; a warranty substantially similar to that provided by Company in Section 9.1 “Authority”; HSI disclaimers and exclusions of warranties under Subsections 9.2 “Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 10.1

“Remedy Limitation” and 10.2 “Damage Cap”); and (ii) specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance.

3.1.3 Company will provide HSI with an un-redacted copy of each Sublicense agreement within 30 days of its execution. Company shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with the material terms of this Agreement. Any Sublicense made in violation of this Subsection will be void and will constitute an event of default under Subsection

HSI’s Reservation of Rights. HSI reserves all rights not expressly granted to Company under this Agreement.

Pre-Agreement Patent Filings and Licensed Product Sales. Company has reviewed the Licensed Patents and has no basis to challenge or dispute the inventorship, validity, or enforceability of any of the claims made in the Licensed Patents in existence as of the Effective Date. Company further represents that, as of the Effective Date, it has not and does not manufacture, have manufactured, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of (a) any product or good that infringes (including under the doctrine of equivalents) a claim in any Licensed Patent, or (b) any product or good that is made using a process or machine that infringes (including under the doctrine of equivalents) a claim in a Licensed Patent.

Patent Prosecution Decisions. HSI shall be solely responsible for the prosecution of the Licensed Patents, in its sole discretion, including selecting in which countries it wishes patent applications to be filed and prosecuted under this Agreement. HSI shall be the client of record for prosecution of Licensed Patents.

Maintenance of Licensed Patents. HSI shall take all commercially reasonable steps to cause each Licensed Patent to remain or be valid and subsisting.

Notice of Third Party’s Infringement. If a Party learns of substantial, credible evidence that a Third Party is infringing a Licensed Patent in the Field of Use in the Territory, that Party will promptly deliver written notice of the possible infringement to the other Party, describing in detail all relevant information to which that Party has access or control suggesting infringement of the Licensed Patent.

Company’s First Right to Settle. During the term of this Agreement, Company has the first right to respond to, defend, and prosecute in its own name and at its own expense actions or

suits relating to Licensed Patents in the Field of Use. To enjoy said first right, Company must initiate bona fide action to respond to any alleged infringement within 90 days of learning of said infringement. If required by law, HSI agrees to be joined as a party plaintiff; provided that Company must notify HSI at least 10 days before filing suit and provided that Company shall reimburse HSI for all reasonable legal fees and costs incident thereto. Company shall be entitled to settle any suits or actions in any manner relating to the Licensed Patents without obtaining the prior written consent of HSI.

Distribution of Proceeds from Settlement. Out of any proceeds from any settlement for infringement of Licensed Patents, Company and HSI are allowed to first recover its reasonable attorney’s fees and other out-of-pocket expenses directly related to any action, suit, or settlement for infringement of Licensed Patents. Any remaining proceeds will be distributed as follows: i) If Company solely pursues the claim of infringement it shall be entitled to retain 100% of the proceeds from any settlement; and ii) if HSI joins the pursuit of the infringement claim then Company shall retain 75% and shall distribute 25% to HSI.

HSI Right to Institute Action. If Company fails, within 90 days of learning of an alleged infringement, to secure cessation of the infringement, institute suit against the infringer, or to provide to HSI satisfactory evidence that Company is engaged in bona fide negotiations for the acceptance by infringer of a Sublicense in and to relevant patents in Licensed Patents for the Field of Use, then HSI may, upon written notice to Company, assume full right and responsibility to secure cessation of the infringement including instituting suit against the infringer. If HSI, in accordance with the terms and conditions of this Agreement, chooses to institute suit against an alleged infringer, HSI may bring such suit in its own name (or, if required by law, in its and Company’s name) and at its own expense, and Company shall, but at HSI’s expense for Company’s direct associated expenses, fully and promptly cooperate and assist HSI in connection with any such suit. All damages, awards, or settlement proceeds, after payment of reasonable attorneys’ fees and other associated costs, arising from such an HSI-initiated action: i) not directly related to the Field of Use will be solely for the account of HSI; and ii) directly related to the Field of Use will be distributed 25% to the Company and 75% to HSI.

No Obligation to Institute Action. Neither Company nor HSI is obligated under this Agreement to institute or prosecute a suit against any alleged infringer of Licensed Patents.

Notice and Investigation of Third Party Challenges. If any Third Party challenges the validity or enforceability of any of the Licensed Patents, the Party having such information shall immediately notify the other Party.

Tender to HSI of Third Party Actions. In the event of Third Party legal action challenging the validity or enforceability of any of the Licensed Patents, HSI, at its sole discretion, shall have the right to assume and control the sole defense of the claim at HSI’s expense. If HSI opts not to assume and control the sole defense of the claim within 30 days after becoming aware of challenge, Company shall have the right to assume the defense of the claim at its own expense. If HSI opts not to assume and control the sole defense of the claim, Company shall have sole discretion to settle any suits or actions in any manner relating to the Licensed Patents without obtaining the prior written consent of HSI.

Enforceability of Licensed Patents. Notwithstanding challenge by any Third Party, any Licensed Patent will be enforceable under this Agreement until such Licensed Patent is determined to be invalid.

Breach by Company. If Company breaches or fails to perform one or more of its material duties under this Agreement, HSI may deliver to Company a written notice of default. HSI may terminate this Agreement by delivering to Company a written notice of termination if the default has not cured in full within 60 days of the delivery to Company of the notice of default.

Events of Default. HSI may terminate this Agreement by delivering to Company a written notice of termination at least 10 days prior to the date of termination if Company (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws that Company fails to have released within 60 days after filing; (iii) proposes any dissolution, composition, or financial reorganization with creditors or if a receiver, trustee, custodian, or similar agent is appointed; (iv) makes a general assignment for the benefit of creditors; or (v) if Company challenges the validity of the Licensed Patents.

By Company. Company may terminate this Agreement at any time by delivering to HSI a written notice of termination at least 60 days prior to the effective date of termination.

License Terminated. After termination of this Agreement, Company shall not make, have made, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products.

Effect of Termination of Sublicenses. At any time within 30 days following termination of this Agreement, a Sublicensee may notify HSI that it wishes to enter into a direct license with HSI in order to retain its rights to the Licensed Patents granted to it under its Sublicense (such 30-day period following termination, the “Initial Notice Period”). Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license shall be conditioned upon:

Written Notification to HSI. Such Sublicensee informing HSI in writing, pursuant to Article 19 “Notices”, that it wishes to enter into such direct license with HSI, within the Initial Notice Period;

Sublicensee Good Standing. Such Sublicensee being in good standing with Company under its Sublicense, and such Sublicense not being the subject of a dispute between Sublicensee and Company, or between Company and HSI under this Agreement;

Valid Sublicense. Such Sublicense having been validly entered into by Company and Sublicensee pursuant to the terms of Section 3.1.2 “Sublicenses”;

Sublicensee Certification that Conditions Satisfied. Such Sublicensee using reasonable efforts to certify or otherwise demonstrate that the conditions set forth in subsections 7.3.3.1 “Written Notification to HSI”, 7.3.3.2 “Sublicensee Good Standing”, and

7.3.3.3 “Valid Sublicense” have been met within 30 days of expiration of the Initial Notice Period (or within such longer period of time as HSI agrees is reasonable under the circumstances, based on the nature and extent of any documentation reasonably requested by HSI); and

Time Limitations. Such negotiations for a direct license not exceeding 90 days from the end of the 30-day (or longer, if applicable) period described in subsection 7.3.3.4 “Sublicensee Certification that Conditions Satisfied” (subject to extension of said 90-day period by mutual written agreement of HSI and Sublicensee).

HSI may, at its sole discretion, waive any of these requirements. If all of the conditions set forth in this Section 7.3.2 “Effect of Termination of Sublicenses” are met, then Sublicensee will be granted such direct license by HSI. If any condition set forth in this Section 7.3.2 “Effect of Termination of Sublicenses” is not met, then after expiration of any time period granted to Sublicensee with respect to meeting such condition (for example and to the extent applicable, the Initial Notice Period and/or the periods described in subsections

7.3.2.4 “Sublicensee Certification that Conditions Satisfied” and 7.3.2.5 “Time Limitations”), Sublicensee shall not make, have made, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products and HSI shall be free to license or not license Licensed Patents to such Sublicensee according to its sole discretion.

Company’s Release. For itself and its employees, Company hereby releases HSI and its directors, officers, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (i) the manufacture, use, lease, sale, or other disposition of a Licensed Product; or (ii) the assigning or sublicensing of Company’s rights under this Agreement.

Company’s Indemnification. Throughout the term of this Agreement and thereafter, Company shall indemnify, defend, and hold HSI and its directors, officers, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses), relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product, including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to a Licensed Product and claims brought by a Sublicensee.

General Insurance Requirement. Throughout the term of this Agreement, or during such period as the Parties shall agree in writing, Company shall maintain, and shall cause each Sublicensee to maintain, in full force and effect commercial general liability (CGL) insurance, with single claim limits consistent with industry standards. Such insurance policy will include coverage for claims that may be asserted by HSI against Company under section 8.2 “Company’s Indemnification”. Such insurance policy must name HSI as an additional insured and will require the

insurer to deliver written notice to HSI at the address set forth in Article 19 “Notices” of this Agreement, at least 45 days prior to the termination of the policy. Company shall deliver to HSI a copy of the certificate of insurance for such policy.

Authority. Each Party represents and warrants to the other Party that it has full corporate power and authority to execute, deliver, and perform this Agreement, and that no other corporate proceedings by such Party are necessary to authorize the Party’s execution or delivery of this Agreement.

9.1 “AUTHORITY” OF THIS AGREEMENT, HSI DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, CONCERNING EACH LICENSED PATENT AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Patent Disclaimers. HSI expressly disclaims any warranties concerning and makes no representations:

Licensed Patent Validity/Scope. Concerning the validity or scope of any Licensed Patent; or

Non-Infringement. That the manufacture, use, sale, lease or other disposition of a Licensed Product will not infringe a Third Party’s patent or violate a Third Party’s intellectual property rights.

Remedy Limitation. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL HSI BE LIABLE FOR (A) PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT OR (B) LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND.

Damage Cap. IN NO EVENT WILL HSI’S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS PAID TO HSI HEREUNDER. THIS LIMITATION WILL APPLY TO CONTRACT, TORT, AND ANY OTHER CLAIM OF WHATEVER NATURE.

This Agreement may be amended from time to time only by a written instrument signed by the Parties. No term or provision of this Agreement will be waived and no breach excused unless such

waiver or consent will be in writing and signed by the Party claimed to have waived or consented. No waiver of a breach will be deemed to be a waiver of a different or subsequent breach.

The rights and licenses granted by HSI in this Agreement are personal to Company and Company shall not assign its interest or delegate its duties under this Agreement without the written consent of HSI; any such assignment or delegation made without written consent of HSI will not release Company from its obligations under this Agreement. The preceding sentence notwithstanding, Company, without the prior approval of HSI, may assign all, but no less than all, its rights and delegate all, but no less than all, its duties under this Agreement to a Third Party provided that:

the assignment is made to such Third Party as a part of and in connection with (a) the sale by Company of all but no less than all of its assets to the Third Party, (b) the sale, transfer, or exchange by the shareholders, partners, or equity owners of Company of a majority interest in Company to the Third Party, or (c) the merger of Company into the Third Party (each of the events described in part (a), (b) or (c) of this paragraph, an “Assignment”),

Company obtains from such Third Party written agreement to honor all obligations under this Agreement accrued by Company before Assignment and all obligations under this Agreement to accrue by such Third Party assignee after Assignment, including any and all financial obligations, and

no later than 10 days after the close of the transaction pursuant to which such Assignment is made, Company shall provide written notice to HSI of the Assignment, as well as a substitution of parties document, in which such Third Party assignee assumes responsibility for all of Company’s outstanding and future obligations relating to this Agreement. Any assignment made in violation of this Article will be void and will, without further act, cause the immediate termination of this Agreement, effective retroactively to the date of the Assignment.

This Agreement will inure to the benefit of Company and HSI and their respective permitted assignees and trustees.

Form of transfer. Confidential Information may be conveyed in tangible or intangible form. Disclosing Party must clearly mark its Confidential Information “confidential.” If disclosing Party communicates Confidential Information in non-written form, it shall reduce such communications to writing, clearly mark it “confidential”, and provide a copy to receiving Party within 30 days of original communication at the address in Article 19 “Notices”. “Confidential Information” does not include information that: (i) the receiving Party can demonstrate it rightfully possessed prior to the Effective Date without obligation of confidentiality; (ii) the receiving Party develops independently without use of any of the disclosing Party’s Confidential Information; (iii) was or becomes available to the receiving Party from a source other than the disclosing Party or its advisors, or any affiliates or representatives thereof, provided that the receiving Party has no reasonable basis for concluding that such information was made available in violation of a confidentiality agreement with the disclosing Party; or (iv) is or becomes publicly available without breach of this Agreement.

No Unauthorized Disclosure of Confidential Information. Beginning on the Effective Date and continuing throughout the term of this Agreement and thereafter for a period of 5 years, receiving Party shall not disclose or otherwise make known or available to any Third Party any disclosing Party Confidential Information, without the express prior written consent of disclosing Party. Notwithstanding the foregoing, receiving Party shall be permitted to disclose disclosing Party Confidential Information to

(i) actual or potential investors, lenders, consultants, collaborators, Sublicensees, development partners, or agents which disclosure will be made under conditions of confidentiality and limited use and (ii) its attorney as reasonably required. In no event shall receiving Party, without the disclosing Party’s prior written consent which shall not be unreasonably withheld during the Term of this Agreement, incorporate or otherwise use disclosing Party’s Confidential Information in connection with any patent application filed by or on behalf of receiving Party. Receiving Party shall restrict the use of disclosing Party’s Confidential Information exclusively to the terms of this Agreement. Receiving Party shall use reasonable procedures to safeguard disclosing Party’s Confidential Information. In the case where Company is the receiving Party, Company’s confidentiality obligations will also apply equally to Sublicensees.

Disclosure as Required by Law. Either Party shall have the right to disclose the other Party’s Confidential Information as required by law or valid court order, provided that such Party shall inform the Party who owns such Confidential Information prior to such disclosure and shall limit the scope and recipient of disclosure to the extent required by such law or court order.

Except as otherwise expressly provided, all consents or approvals required under the terms of this Agreement must be in writing and will not be unreasonably withheld or delayed.

The headings preceding and labeling the sections of this Agreement are for the purpose of identification only and will not in any event be employed or used for the purpose of construction or interpretation of any portion of this Agreement. As used herein and where necessary, the singular includes the plural and vice versa, and masculine, feminine, and neuter expressions are interchangeable.

If a court of competent jurisdiction adjudges a provision of this Agreement unenforceable, invalid, or void, such determination will not impair the enforceability of any of the remaining provisions hereof and the provisions will remain in full force and effect.

No provision of this Agreement, express or implied, confers upon any person other than the Parties to this Agreement any rights, remedies, obligations, or liabilities hereunder. No Sublicensee shall have a right to enforce or seek damages under this Agreement.

Unless otherwise expressly provided in this Agreement, all notices, reports, and other documents and instruments that a Party hereto elects or is required by the terms of this Agreement to deliver to the other Party hereto will be in English.

All notices, requests, and other communications that a Party is required or elects to deliver will be in writing and will be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other Party at its address set forth below or to another address as a Party may designate by notice given pursuant to this article:

ATTN: Mike McSherry (Director) or Obie Strickler (GM) C/O Wilson Sonnsini Wilson Sonsini Goodrich & Rosati 701 5th Ave #5100, Seattle, WA 98104 Mike@hypersciences.com, Obie@hypersciences.com

EnergeticX.net, LLC Attn: Mark Russell 1702 S. Rockwood Blvd Spokane, WA 99203 Facsimile No.:

Company shall mark all material forms of Licensed Product(s) or packaging pertaining thereto made and sold by Company in the United States with patent marking conforming to 35 U.S.C. §287(a), as amended from time to time. Such marking shall further identify the pendency of any U.S. patent application and/or any issued U.S. or foreign patent forming any part of the Licensed Patents. All Licensed Product(s) shipped to or sold in other countries will be marked in such a manner as to provide notice to potential infringers pursuant to the patent law and practice of the country of manufacture or sale.

HSI shall have the right to report in its customary publications and presentations that HSI and Company have entered into a license agreement for the technology covered by the Licensed Patents and HSI may use Company logos in such publications and presentations provided that HSI does not modify Company’s logos and does not through such use imply any endorsement by Company of HSI.

Company shall issue a joint press release regarding this Agreement, subject to both Party’s review and approval of the specific content thereof, and such press release shall include specific mention of the contributions of HSI personnel and HSI in developing the technology in a prominent portion of the press release. Company shall provide HSI with appropriate quotes for such press release. HSI may post the press release in digital and print publications as well as on HSI’s own website.

In entering into, and performing their duties under, this Agreement, the Parties are acting as independent contractors and independent employers. No provision of this Agreement shall create or be construed as creating a partnership, joint venture, or agency relationship between the Parties. No Party shall have the authority to act for or bind the other Party in any respect.

Company and HIS each acknowledge that Principal Investigator is a principal of each Party.

In no event shall Company grant, or permit any person to assert or perfect, a security interest in Licensed Patents or in Company’s rights under this Agreement.

Immediately upon the termination or expiration of this Agreement all Company’s rights under this Agreement will terminate; provided, however, Company’s obligations that have accrued prior to the effective date of termination or expiration of this Agreement will survive. The obligations and rights set forth in Sections 7.3 “Effect of Termination” and Articles 8 “Release, Indemnification, and Insurance”, 9 “Warranties”, 10 “Damages”, 13 “Confidentiality”, 27 “Applicable Law” and 28 “Forum Selection” will survive the termination or expiration of this Agreement.

If a Party fails to perform an obligation or otherwise breaches one or more of the terms of this Agreement, the other Party may recover from the non-performing breaching Party all its costs (including actual attorneys’ and investigative fees) to enforce the terms of this Agreement.

The internal laws of the state of Washington will govern the validity, construction, and enforceability of this Agreement, without giving effect to the conflict of laws principles thereof.

A suit, claim, or other action to enforce the terms of this Agreement will be brought exclusively in the state and federal courts of Spokane County, Washington. Company hereby submits to the jurisdiction of that court and waives any objections it may have to that court asserting jurisdiction over Company or its assets and property.

This Agreement (including all attachments, exhibits, and amendments) is the final and complete understanding between the Parties concerning licensing the Licensed Patents. This Agreement supersedes any and all prior or contemporaneous negotiations, representations, and agreements, whether written or oral, concerning the Licensed Patents. This Agreement may not be modified in any manner, except by written agreement signed by an authorized representative of both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives.

Equity. In consideration for the rights granted to Company hereunder, Company hereby grants HSI the right to participate in any Qualified Financing of the Company, or an Affiliate if applicable, by purchasing up to forty percent (40%) of the Equity offered in the Qualified Financing. The Company will provide HSI timely notification upon commencing a financing and shall provide HSI will all relevant offering materials. HSI shall have thirty (30) days following receiving notice of the financing to commit to participating in said financing. If HSI, within the 30 day period, fails to commit to participating, or elects to not participate, in the financing, HSI’s right to participate in a Qualified Financing pursuant to this Section A2 shall permanently lapse.

This non-exclusive patent license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made between HyperSciences, Inc., a Delaware corporationHSI, (“HSI”), and EnergeticX.net, LLC, a Washington limited liability company (“Company”), (individually “Party” or collectively “Parties”).

Certain inventions related to ram accelerator technology were made by Mark Russell who is a principal in HSI and Company (“Principal Investigator”);

Company desires that HSI grant it a non-exclusive license to use, develop, and commercialize the inventions claimed in the Licensed Patents;

HSI is willing to grant a license on the terms set forth below. The Parties therefore agree as follows:

For purposes of interpreting this Agreement, the following terms have the following meanings ascribed to them:

“Change in Control” means: (1) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); or (2) a sale of all or substantially all of the assets of the Company.

is known to receiving Party prior to the disclosure by the disclosing Party, as evidenced by documentation;

is publicly released as authorized under this Agreement by a Party its employees or agents;

is subsequently obtained by a Party from a Third Party who is authorized to have such information; or

“Field of Use” means all terrestrial (Earth-based ground and/or underground) fields of use below 100km MSL (Mean Sea Level) except all terrestrial (Earth-based ground and/or underground) launched orbital space applications, all terrestrial (Earth-based ground and/or underground) launched suborbital applications that have trajectories above 100km MSL (Mean Sea Level) and all necessary terrestrial (Earth-based ground and/or underground ) use for the sole purpose of developing and testing any non-terrestrial application prior to deployment.

“Licensed Uses” means the use of the “Licensed Patents” and related technology solely for the purposes of research and development and resource exploration and production activities in connection with surface and below surface drilling and fracturing processes, and solely on projects in which Company has a fifty percent (50%) or greater vote or value ownership interest (“Licensed Projects”).

“Net Income” means the gross amount of income received by Company or Sublicensee for use of the Licensed Patents in conjunction with a Licensed Useless any (i) out-of-pocket costs of production; (iii) depreciation, (iv) all credits and allowances actually granted, (v) duties, (vi) income, excise, sale and use taxes, and equivalent taxes, and (vii) transportation and delivery charges that are invoiced separately. .

“Sublicense” means the grant by Company to a Third Party, in connection with Licensed Uses, of any license or other right granted under the Licensed Patents, in whole or in part.

“Sublicensee” means a Third Party holding a Sublicense under the Licensed Patents as specifically allowed herein.

The term of this Agreement will commence on the Effective Date and, unless terminated earlier as provided in Article 8 “Termination”, will expire on the date on which no Valid Claim in a Licensed Patent is pending or subsisting in any country in the Territory.

License Grant. Subject to the terms and conditions of this Agreement, HSI hereby grants to Company, and Company hereby accepts, a non-exclusive, non-transferable, royalty-bearing license to use the Licensed Patents in connection with Licensed Uses in the Territory in the Field of Use. The license granted in this Agreement is limited to the Valid Claims and shall not become effective unless and until one of the following occurs: (1) there is a Change in Control of HSI; or (2) Mark Russell is, without cause, terminated as an employee of HSI or removed from HSI’s board of directors. No provision of this Agreement grants Company, by implication, estoppel or otherwise, any rights other than the rights expressly granted it in this Agreement to the Licensed Patents, or to any other HSI-owned technology, patent applications, or patents.

Sublicenses. Except in conjunction with Licensed Uses in accordance with this Agreement, the Company has no right to Sublicense its rights under this Agreement. Company may not grant Sublicensees the right to enforce Licensed Patents. Company shall remain responsible for its obligations under this Agreement, and shall ensure that the Sublicense agreement: i) contains terms and conditions requiring Sublicensee to comply with the applicable terms and conditions under this Agreement (including a release substantially similar to that provided by Company in Section 9.1 “Co m pany’s Release ”; a warranty substantially similar to that provided by Company in Section 10.1 “Authority”; HSI disclaimers and exclusions of warranties under Subsections 10.2 “Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 11.1 “Remedy Limitation” and 11.2 “Damage Cap”); and (ii) specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance. Company will provide HSI with an un-redacted copy of each Sublicense agreement within 30 days of its execution. Company shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with the material terms of this Agreement. Any Sublicense made in violation of this Subsection will be void and will constitute an event of default under Subsection 9.1.1 “Breach by Company”.

HSI’s Reservation of Rights. HSI reserves all rights not expressly granted to Company under this Agreement. For the avoidance of doubt and except with respect to Licensed Uses, Company is specifically not granted any right to utilize the Licensed Patents to manufacture and/or sell any products as an original equipment manufacturer, nor is Company granted any rights to use the Licensed Patents as a provider of services. Furthermore, HSI reserves for itself the right to make the first offer to purchase any Licensed Projects.

Maintenance of Licensed Patents. HSI shall take all commercially reasonable steps to cause each Licensed Patent to remain or be valid and subsisting.

Ownership of the Licensed Patents. No provision of this Agreement grants Company any rights, titles, or interests (except for the grant of license in Subsection 3.1.1 “License Grant” of this Agreement) in the Licensed Patents, notwithstanding Company’s payment of all or any portion of the patent prosecution, maintenance, and related costs.

Payments. Company shall deliver to HSI the payments specified in Section A2 “Payments” of attached Exhibit A “Exclusive Patent License Schedule”. Company shall make such payments by check, wire transfer, or any other mutually agreed-upon and generally accepted method of payment. All checks to HSI will be made payable to “Hypersciences, Inc.” and will be mailed to the address specified in Article 20 “Notices” of this Agreement. Upon request, HSI shall deliver to Company written wire transfer instructions.

Currency and Checks. All computations and payments made under this Agreement will be in United States dollars. The exchange rate for the currency into dollars as reported in the Wall Street Journal as the New York foreign exchange mid-range rate on the last business day of the month in which the transaction was entered into will be used for determining the dollar value of transactions conducted in non-United States dollar currencies.

Late Payments. HSI may charge Company interest of 1.5% per month or the maximum amount permitted under applicable law on all amounts owed to HSI that are overdue by 30 days or more. The interest will be computed daily on the outstanding, unpaid balance. The payment of a interest will not foreclose or limit HSI from exercising any other rights it may have as a consequence of the lateness of any payment.

Income Reports. Within 30 days after the last day of each calendar quarter commencing with calendar quarter after Company effects its first use of a Licensed Patent in conjunction with a Licensed Use and during the term of this Agreement, Company shall deliver to HSI a written sales report (a copy of the form of which is attached as Exhibit B “Royalty Report Form”) reporting the amount, and sources, of net income derived by Company, or a Sublicensee, from uses of the Licensed Patents in conjunction with the Licensed Uses (expressed in U. S. dollars), whether received by Company or a Sublicensee, during such calendar quarter.

Records Retained. Throughout the term of this Agreement and for 5 years thereafter, Company, at its expense, shall keep and maintain and shall cause each Sublicensee to keep and maintain complete and accurate records of all sales, leases, and other dispositions of Licensed Products during the term of this Agreement and all other records related to this Agreement.

Auditing Rights. Company shall permit, at the request of HSI, one or more accountants selected exclusively by HSI (“Accountants”) to have access to Company’s records and books of account pertaining to this Agreement. Accountants’ access will be during ordinary working hours to audit Company’s records for any payment period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any period in the case of failure of Company to report or make payment pursuant to the terms of this Agreement or to verify Company’s compliance with its payment obligations hereunder. Company shall cause each Sublicensee that manufactures, sells, leases, or otherwise disposes of Licensed Products on behalf of Company to grant HSI the right to inspect and audit Sublicensee’s records. HSI will not request such an audit more than one time per calendar year. Any shortfall in payments identified in an audit will be due and payable immediately by Company, plus any applicable interest.

Scope of Disclosure. Accountants shall not disclose to HSI any information relating to the business of Company except that which is necessary to inform HSI of: the accuracy or inaccuracy of Company’s reports and payments; compliance or noncompliance by Company with the terms and conditions of this Agreement; and the extent of any inaccuracy or noncompliance.

Accountant Copies. If Accountants believe there is an inaccuracy in any of Company’s payments or noncompliance by Company with any terms and conditions, Accountants shall have the right to make and retain copies (including photocopies) of any pertinent portions of the records and books of account.

Costs of Audit. If Company’s royalties calculated for any calendar year quarterly period are under-reported by more than 3%, the costs of any audit and review initiated by HSI will be borne by Company; otherwise, HSI shall bear the costs of any audit initiated by HSI.

Company’s First Right to Settle. During the term of this Agreement, HSI has the first right to respond to, defend, and prosecute in its own name and at its own expense actions or suits relating to Licensed Patents. To enjoy said first right, HSI must initiate bona fide action to respond to any alleged infringement within 90 days of learning of said infringement. If required by law, Company agrees to be joined as a party plaintiff; provided that HSI must notify Company at least 10 days before filing suit and provided that HSI shall reimburse Company for all reasonable legal fees and costs incident thereto. HSI shall not settle any suits or actions in any manner relating to the Licensed Patents without obtaining the prior written consent of HSI.

Distribution of Proceeds from Settlement. Out of any proceeds from any settlement for infringement of Licensed Patents, HSI is allowed to first recover its reasonable attorney’s fees and other out-of-pocket expenses directly related to any action, suit, or settlement for infringement of Licensed Patents. Any remaining proceeds will be distributed as follows: HSI shall retain 95% and shall distribute 5% to Company. Any payment by an alleged infringer that constitutes consideration for Net Sales of infringing product, however, will be handled according to the payment provisions of Article 5 “Payments, Reports, and Records” and Section A2 “Running Royalty Payments” of Exhibit A “Exclusive Patent License Schedule”.

HSI Right to Institute Action. If Company fails, within 90 days of learning of an alleged infringement, to secure cessation of the infringement, institute suit against the infringer then HSI may, upon written notice to Company, assume full right and responsibility to secure cessation of the infringement including instituting suit against the infringer. If HSI, in accordance with the terms and conditions of this Agreement, chooses to institute suit against an alleged infringer, HSI may bring such suit in its own name (or, if required by law, in its and Company’s name) and at its own expense, and Company shall, but at HSI’s expense for Company’s direct associated expenses, fully and promptly cooperate and assist HSI in connection with any such suit. All damages, awards, or settlement proceeds arising from such a HSI-initiated action will be solely for the account of HSI.

No Obligation to Institute Action. Neither Company nor HSI is obligated under this Agreement to institute or prosecute a suit against any alleged infringer of Licensed Patents.

Tender to HSI of Third Party Actions. In the event of Third Party legal action challenging the validity or enforceability of any of the Licensed Patents, HSI, at its sole discretion, shall have the right to assume and control the sole defense of the claim at HSI’s expense. If HSI opts not to assume and control the sole defense of the claim within 30 days after becoming aware of challenge, Company shall have the right to assume the defense of the claim at its own expense. Company shall not settle any suits or actions in any manner relating to the Licensed Patents without obtaining the prior written consent of HSI.

Enforceability of Licensed Patents. Notwithstanding challenge by any Third Party, any Licensed Patent will be enforceable under this Agreement until such Licensed Patent is determined to be invalid.

(iii) proposes any dissolution, composition, or financial reorganization with creditors or if a receiver, trustee, custodian, or similar agent is appointed; (iv) makes a general assignment for the benefit of creditors; or (v) if Company challenges the validity of the Licensed Patents.

Change in Control. HSI may terminate this Agreement upon a Change in Control of Company by delivering to HSI a written notice of termination at least thirty (30) days prior to the effective date of termination.

By Company. Company may terminate this Agreement at any time by delivering to HSI a written notice of termination at least 60 days prior to the effective date of termination.

Final Report to HSI. Within 60 days after the end of the calendar quarter following the expiration or termination of this Agreement, Company shall submit a final report to HSI. Any payments, including those incurred but not yet paid (such as the pro-rata minimum annual royalty, and those related to patent expense incurred as of the date of termination but not yet paid), due to HSI shall become immediately due and payable upon termination or expiration.

Effect of Termination of Sublicenses. At any time within 30 days following termination of this Agreement, a Sublicensee may notify HSI that it wishes to enter into a direct license with HSI in order to retain its rights to the Licensed Patents granted to it under its Sublicense (such 30-day period following termination, the “Initial Notice Period”). Following receipt of such notice, HSI and Sublicensee shall enter into a license agreement the terms of which shall be negotiated at that time. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license shall be conditioned upon:

Written Notification to HSI. Such Sublicensee informing HSI in writing, pursuant to Article 20 “Notices”, that it wishes to enter into such direct license with HSI, within the Initial Notice Period;

Valid Sublicense. Such Sublicense having been validly entered into by Company and Sublicensee pursuant to the terms of Section 3.1.2 “Sublicenses”;

Sublicensee Certification that Conditions Satisfied. Such Sublicensee using reasonable efforts to certify or otherwise demonstrate that the conditions set forth in subsections 8.3.3.1 “Written Notification to HSI”, 8.3.3.2 “Sublicensee Good Standing”, and

8.3.3.3 “Valid Sublicense” have been met within 30 days of expiration of the Initial Notice Period (or within such longer period of time as HSI agrees is reasonable under the circumstances, based on the nature and extent of any documentation reasonably requested by HSI); and

Time Limitations. Such negotiations for a direct license not exceeding 90 days from the end of the 30-day (or longer, if applicable) period described in subsection 8.3.3.4 “Sublicensee Certification that Conditions Satisfied” (subject to extension of said 90-day period by mutual written agreement of HSI and Sublicensee).

HSI may, at its sole discretion, waive any of these requirements. If all of the conditions set forth in this Section 8.3.3 “Sublicenses” are met, then Sublicensee will be granted such direct license by HSI. If any condition set forth in this Section 8.3.3 “Sublicenses” is not met, then after expiration of any time period granted to Sublicensee with respect to meeting such condition (for example and to the extent applicable, the Initial Notice Period and/or

the periods described in subsections 8.3.3.4 “Sublicensee Certification that Conditions Satisfied” and 8.3.3.5 “Time Limitations”), Sublicensee shall not make, have made, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products and HSI shall be free to license or not license Licensed Patents to such Sublicensee according to its sole discretion.

Company’s Release. For itself and its employees, Company hereby releases HSI and its directors, officers, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (i) the use of the Licensed Patents in conjunction with a Licensed Use; or (ii) the assigning or sublicensing of Company’s rights under this Agreement.

Company’s Indemnification. Throughout the term of this Agreement and thereafter, Company shall indemnify, defend, and hold HSI and its directors, officers, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses), relating to or arising out of theuse of the Licensed Patents , including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to the Licensed Usest and claims brought by a Sublicensee.

9.2 “Co m pany’s Indem nificatio n”. Such insurance policy must name HSI as an additional insured and will require the insurer to deliver written notice to HSI at the address set forth in Article 20 “Notices” of this Agreement, at least 45 days prior to the termination of the policy. Company shall deliver to HSI a copy of the certificate of insurance for such policy.

General Disclaimers. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1 “AUTHORITY” OF THIS AGREEMENT, HSI DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, CONCERNING EACH LICENSED PATENT AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON- INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Patent Disclaimers. HSI expressly disclaims any warranties concerning and makes no representations:

Licensed Patent Validity/Scope. Concerning the validity or scope of any Licensed Patent; or

Damage Cap. IN NO EVENT WILL HSI’S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS PAID TO HSI UNDER SECTION A2 “PAYMENTS” of Exhibit A “EXCLUSIVE PATENT LICENSE SCHEDULE” OF THIS AGREEMENT. THIS LIMITATION WILL APPLY TO CONTRACT, TORT, AND ANY OTHER CLAIM OF WHATEVER NATURE.

This Agreement may be amended from time to time only by a written instrument signed by the Parties. No term or provision of this Agreement will be waived and no breach excused unless such waiver or consent will be in writing and signed by the Party claimed to have waived or consented. No waiver of a breach will be deemed to be a waiver of a different or subsequent breach.

This Agreement will inure to the benefit of Company and HSI and their respective permitted assignees and trustees.

Form of transfer. Confidential Information may be conveyed in tangible or intangible form. Disclosing Party must clearly mark its Confidential Information “confidential.” If disclosing Party communicates Confidential Information in non-written form, it shall reduce such communications to writing, clearly mark it “confidential”, and provide a copy to receiving Party within 30 days of original communication at the address in Article 20 “Notices”. “Confidential Information” does not include information that: (i) the receiving Party can demonstrate it rightfully possessed prior to the Effective Date without obligation of confidentiality; (ii) the receiving Party develops independently without use of any of the disclosing Party’s Confidential Information; (iii) was or becomes available to the receiving Party from a source other than the disclosing Party or its advisors, or any affiliates or representatives thereof, provided that the receiving Party has no reasonable basis for concluding that such information was made available in violation of a confidentiality agreement with the disclosing Party; or (iv) is or becomes publicly available without breach of this Agreement.

(i) actual or potential investors, lenders, consultants, collaborators, Sublicensees, development partners, or agents which disclosure will be made under conditions of confidentiality and limited use and (ii) its attorney as reasonably required. In no event shall receiving Party incorporate or otherwise use disclosing Party’s Confidential Information in connection with any patent application filed by or on behalf of receiving Party. Receiving Party shall restrict the use of disclosing Party’s Confidential Information exclusively to the terms of this Agreement. Receiving Party shall use reasonable procedures to safeguard disclosing Party’s Confidential Information. In the case where Company is the receiving Party, Company’s confidentiality obligations will also apply equally to Sublicensees.

the Party who owns such Confidential Information prior to such disclosure and shall limit the scope and recipient of disclosure to the extent required by such law or court order.

Except as otherwise expressly provided, all consents or approvals required under the terms of this Agreement must be in writing and will not be unreasonably withheld or delayed.

ATTN: Mike McSherry (Director) or Obie Strickler (GM) C/O Wilson Sonnsini Wilson Sonsini Goodrich & Rosati 701 5th Ave #5100, Seattle, WA 98104 Mike@hypersciences.com, Obie@hypersciences.com

The Parties will cooperate with one another to review and respond to any press release or similar communication proposed by the other Party regarding the non-confidential subject matter of this Agreement. The specific content and timing of such press releases or similar communication is subject to mutual agreement by the Parties, which will not be unreasonably withheld. Further, HSI and Company shall issue a joint press release regarding this Agreement, subject to both Party’s review and approval of the specific content thereof, and such press release shall include specific mention of the contributions of HSI personnel and HSI in developing the technology in a prominent portion of the press release. Company shall provide HSI with appropriate quotes for such press release. HSI may post the press release in digital and print publications as well as on HSI’s own website.

Company and HSI acknowledges that Principal Investigator is a principal of both HSI and Company.

In no event shall Company grant, or permit any person to assert or perfect, a security interest in Licensed Patents or in Company’s rights under this Agreement.

5.1 “Payments” and 5.4 “Sales Reports” will survive. The obligations and rights set forth in Sections 5.5 “Records Retention and Audit Rights” and 8.3 “Effect of Termination” and Articles 9 “Release, Indemnification, and Insurance”, 10 “Warranties”, 11 “Damages”, 14 “Confidentiality”, 28 “Applicable Law” and 29 “Forum Selection” will survive the termination or expiration of this Agreement.

The internal laws of the state of Washington will govern the validity, construction, and enforceability of this Agreement, without giving effect to the conflict of laws principles thereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives.

Running Royalty Payments. Company shall pay to HSI within 30 days after the last day of each calendar quarter during the term of this Agreement an amount equal to 5% of Net Income earned by Company during such quarter.

This report must be submitted regardless of whether royalties are owed. Please do not leave any column blank. State all information requested below.

Reference is made to (i) the Convertible Promissory Note Purchase Agreement, dated as of June 26, 2015, as amended, (the “2015 Agreement”) between HyperSciences, Inc., a Delaware corporation (the “Company”) and the Purchasers listed on the schedule of purchasers attached thereto (the “2015 Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2015 Notes") to 2015 Purchasers in exchange for investments equal to the respective principal amounts of such 2015 Notes, as provided therein and (ii) the Convertible Promissory Note Purchase Agreement, dated as of February 8, 2017, as amended, (the “2017 Agreement” and together with the 2015 Agreement the “Purchase Agreements”) between the Company and the Purchasers listed on the schedule of purchasers attached thereto (the “2017 Purchasers” and together with the 2015 Purchasers, the “Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2017 Notes" and together with the 2015 Notes, the “Notes”) to 2017 Purchasers in exchange for investments equal to the respective principal amounts of such 2017 Notes, as provided therein. Each of Cowles Company, W Fund LP, and Washington Research Foundation (the “Noteholders”) hold certain Notes as set forth on Exhibit A hereto and constitute the Requisite Holders (as defined in the Purchase Agreements).

The Company has offered the Noteholders the opportunity to invest additional capital in the Company pursuant to a new note financing (the “Note Offering”). The Noteholders have declined to participate in the Note Offering but hereby agree and acknowledge as follows:

The Noteholders have declined to extend the maturity date of the Notes but agree to not declare the Notes due and payable for so long as the Company is actively pursuing or marketing an offering with SeedInvest Technology, LLC under Regulation A+ of Title IV of the Jumpstart Our Business Startups Act;

The Noteholders agree to negotiate in good faith with a future investor related to the conversion terms of the Notes; and

The Noteholders agree that the terms and provisions of the Notes shall remain unmodified and in full force and effect.

The Noteholders are not entitled to a right to participate in the Note Offering;

The Noteholders acknowledge that the following Purchasers in Exhibit B listed on the attached Schedule may elect to participate in the Note Offering or elect to have their Notes converted to capital stock of the Company on or before March 1, 2018;

Please acknowledge your acceptance and agreement to the terms of this letter by signing below.

Exhibit B: Confirmed Note Purchases and Participants in Feb 2018 New Note (as Amended from Aug 2017 Note).

THIS AGREEMENT IS MADE as of the 24^th day of October, 2014, (the “Effective Date”) by:

HyperSciences, Inc, a company incorporated under the laws of Delaware with rights to do business in Washington State and Idaho and having its registered office at 1702 S. Rockwood Blvd, Spokane, WA 99203, United States of America hereinafter called “Contractor”.

SHELL International Exploration and Production, Inc., a company having an office at 3333 Highway 6 South, Houston, TX 77082, United States of America hereinafter called “Company”.

Contractor has developed a hypervelocity drilling technology which can, among others, be applied in the area of terrestrial subterranean oil, gas and geothermal natural resources . This technology may lead up to 10x improvement in drilling energy efficiency thru direct repetitive impact transfer to the rock face. (the “Technology”);

Contractor seeks funding to further research, develop and demonstrate the Technology in the area of terrestrial subterranean oil, gas and geothermal natural resources;

Company is willing to provide such funding on the terms and conditions set forth in this Agreement;

Company wishes to obtain certain Intellectual Property Rights in return of its funding, in the in the area of terrestrial subterranean oil, gas and geothermal natural resources;

Company wishes to obtain the possibility to further invest in the future of the development work; and

In this Agreement unless otherwise defined, all capitalised words and expressions will have the same meanings as are assigned to them in PART 2 - GENERAL TERMS and PART 3 COOPERATION.

The Agreement will be read as and form one document and, in the event of conflict or inconsistency between Parts, notwithstanding anything herein to the contrary, the provisions of PART 2 – Section 2B - Intellectual Property shall have precedence over all other provisions of this Agreement and all other sections will be given precedence in the order as listed in Clause 1.b above.

Except as otherwise provided herein, this Agreement shall come into effect upon the date first written above, and shall continue in force until the date of completion or termination of the Work, which may be extended by mutual consent of the Parties through a written amendment.

All notices and communications must be in writing and delivered by international courier, registered or certified mail, or fax with receipt acknowledged.

This Agreement may be signed in any number of counterparts all of which together will constitute a single instrument.

IN WITNESS WHEREOF the Parties have caused this Agreement to be signed by their duly authorized representatives at the places and on the dates specified below.

Results shall be provided by Contractor in the form of a written report and a presentation to Company by Contractor. At the request of Company Contractor shall provide Company with written reports on the progress made with regard to the Work and the Results in so far as deliverable at the time of the request.

Acceptance of completion of the Work and sufficiency of the Results shall be at Company’s sole discretion. Company shall respond to a written report by Contractor within 30 days to confirm the acceptance or rejection of completion of the Work, otherwise it shall be deemed that Company rejected the Results.

Ownership of and ability to use all rights, including Intellectual Property Rights, in relation to Contractor Information and Company Information shall remain unaffected by this Agreement.

Parties agree that all rights, titles and interests in the Results, including the Intellectual Property Rights therein shall vest exclusively in Contractor.

In return for Company’s investment under this Agreement Company will receive and Contractor hereby grants to Company or shall cause to be granted to Company and its Affiliates an exclusive, royalty-free, , non-transferable, world wide, right to use the Results and any and all Intellectual Property Rights related thereto Nothing contained in this Clause 3.1 shall grant Company or its Affilaites any rights to commercialize, directly or indirectly, the Results or any Intellectual Property Rights related thereto.

If Company at its sole discretion decides not to further fund the use of the technology, beyond the scope of this Agreement, in accordance with Clause 4.1, the exclusive license granted under Clause 3.1 above will automatically convert into a non-exclusive, royalty-free, perpetual, non-transferable, world wide, irrevocable right and license to Company and its Affiliates to internally use the Results and any and all Intellectual Property Rights related therein solely for internal research and evaluation purposes in the field of terrestrial subterranean oil, gas and geothermal natural resources as from the date of expiry of the 2 months period from acceptance of completion of the Work by Company. Nothing contained in this Clause 3.2 shall grant Company or its Affliates any rights to commercialise or otherwise use the Results in conjunction with any third party for commercial purposes. Futhermore, for the avoidance of doubt, Contractor and/or Contractor’s Affiliates shall be free to use the Results and any and all Intellectual Property Rights therein for continued development of the technology and for any other purposes.

Contractor agrees to grant to Company a licence under any Intellectual Property Rights of third parties, strictly to the extent required for the use of the Results, licensed to Contractor with the right to grant sub-licences to third parties, subject to any terms and conditions imposed by such third parties on Contractor.

Contractor agrees that it shall not use the Intellectual Property Rights of third parties without the written permission of Company to carry out the Work where it is not free to provide a sub-licence to Company of such Intellectual Property Rights.

Contractor shall save, indemnify, defend and hold harmless Company, its Affiliates, and their respective officers directors and employees from all claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature for, or arising out of, any alleged infringement of any patent or proprietary or protected right, arising out of or in connection with the performance of the obligations of the Contractor under the Agreement. Company shall promptly notify Contractor in writing of any such allegations or suit and Contractor shall undertake and control Company’s defense, provided that Company shall have the right to be represented by its own counse, at Company’s expense, in any such proceedings. Contractor will not settle or compromise any such claim, action or proceeding without the consent of Company if the settlement or compromise obligates any of Company to make any payment, part with any property, assume any obligation, grant any licence or other rights or be subject to any injunction by reason of such settlement or compromise.

The Work shall consist of a first phase study as set out in PART 3 –Section 3A – the Work, Results and Delivery Schedule. Acceptance of completion of the Work, sufficiency of the Results and a decision on further funding in accordance with the Results and the scope (including budget, schedule, and funding requirements) contained therein shall be at the sole discretion of Company. Company shall not unreasonable withhold acceptance of the completion of the Work.

Within 2 months from acceptance of completion of the Work Company shall inform Contractor whether it is willing to fund an extention of the Work with a mutually agreeable scope of work. In the event Company fails to inform Contractor of its decision to finance an extention of the Work, it shall be deemed not to, upon which Contractor shall be free to engage third parties for further development.

If Company decides to fund an extention of the Work, beyond the scope of this Agreement,and Contractor wishes to sell or wishes to accept an offer to sell any of its Intellectual Property Rights in the Results, within twelve (12) months following Company’s decision to fund an extension of the Work beyond the scope of this Agreement, Contractor must give notice (herein “the Notice”) in writing to Company giving details of the proposed transfer including:

the amount in cash, or a breakdown in cash per Intellectual Property Right, at which Contractor is willing to sell each of the Intellectual Property Rights (or the cash equivalent of an offer in kind);

the material terms and conditions under which the proposed buyer is willing to buy the Intellectual Property Rights, including warranties, liabilities, indemnifications and all material aspects of the proposed transaction;

whether the offer is conditional on all, or a specific number of, the assets being sold (Minimum Transfer Condition).

Company shall inform Contractor whether it is willing to buy such Intellectual Property Rights on terms no less favourable and at the amount of cash, or cash equivalent for an offer in kind, stipulated in the Notice within (forty five) 45 days from receipt of the Notice (herein “the Notice Expiry Date”).

a: If Company fails to confirm that it is willing to buy the Intellectual Property Rights pursuant to clause 5.2 above , Contractor can proceed with the sale of the the Intellectual Property Rights to the proposed buyer under the terms and conditions set out in the Notice, subject to the obligation of Contractor to include in the transaction documents acknowledgement of the licence rights granted to Company under Clause 2 above, as far as relevant, and the obligation to the proposed buyer to continue such licence under the same terms and conditions as set out under this Agreement, as far as relevant.

b: If Contractor fails to complete the sale to the proposed buyer within 180 (one hundred eighty) days from the Notice Expiry Date, Company’s right of first refusal shall be revived. Contractor shall notify Company of its failure to complete the transaction, and issue a renewed Notice to Company.

c: Under no circumstance shall Contractor be allowed to close the transaction with the proposed buyer on terms that are less onerous to Contractor than presented to Company in the Notice.

If Company exercises its right of first refusal, Parties shall work in good faith to complete the transaction within 90 (ninety) days from the notification that Company wishes to exercise its right of first refusal, and execute such documents as may be required to complete the transaction.

Contractor is independent with respect to all Work, and while Company has the right to make suggestions to the Contractor as to the results to be obtained, Contractor has the complete control, supervision and direction of the method and manner of obtaining such results, and is responsible therefore.

“Deliverables” means any tangible items to be achieved as the Results of the Work performed against the work scope as described in PART 3A to this Agreement and possible future agreed update(s) to the agreed work scope.

“Results” means the results, conclusions, findings, inventions, solutions, specifications, recommendations, software, user manuals, documentation, reports, designs, drawings, data or other information, documents, or materials, which arise or are made or created in the performance of the Project, including the Deliverables.

“Project” aims to demonstrate proof of concept of an efficient and economic drilling technology through repetitive hypervelocity impacts at the rock face.

The Work, as to be performed by Contractor and its subcontractors, has to deliver the following Project Results described in the Scope of Work of the Project.

Perform an engineering desktop study that bridges the gap between the designs presented during the Shell GameChanger extended panel meeting of 21 May 2014, and a field demonstration of the envisioned technology.

This desktop study manifest itself as a written report that contains sufficient engineering and operating details (including identification of Contractor held IP components) how such a system could operate for real.

As a minimum the written report should contain details about: articulation of the value and application sweet spot in a to be identified and defined field of use; proof of concept definition; HSE aspects; additional (including commercial) development needs including their envisioned time-lines.

Value articulation is expressed by means of economic modelling using non-confidential datasets.

The report is of sufficient quality and specificity, including enunciation of future investment needed by Shell GameChanger, to allow for decision-making during a Shell GameChanger tollgate about next, if any, subsequent phases of the Project.

The engineering desktop study is having an expected Project duration of maximum 6 months elapse time.

At completion of the Work as defined in the Scope of Work, Company at its sole discretion and independent of the Results, can elect to fund an extension of the Work with a mutually agreeable scope of work. This decision will be taken during a GameChanger tollgate meeting that will be held within 30 days of accepting completion of the Work.

There is no penalty or delay in Company review if the contractor delivers the Work early (anytime prior to 6 month estimated duration).

Acceptance of completion of the Work and sufficiency of the Results shall be at Company’s sole discretion. Company shall not unreasonably withhold acceptance of completion of the Work and sufficiency of the Results.

Parties will jointly make decisions regarding on how, within the defined work scope, the method and manner in which the work is to be performed and the results are obtained.

The Work shall be carried out at the premises of Contractor, unless otherwise agreed between the Parties.

One or more representatives of Company shall be entitled to visit and be present at any tests forming part of the Work at any time during the Work with reasonable notice.

Company shall arrange for the disclosure to Contractor of such Company Information, as Company deems necessary, at its sole discretion, to ensure satisfactory progress is made on the Work.

Contractor shall arrange for the disclosure of Information to Company to ensure satisfactory progress is made on the Work.

11.2 Contractor Focal Point undertakes to the keep the Company Focal Point fully informed in relation to such the Work, and, unless the Parties agree otherwise, at least once every two (2) weeks, provide the Company Focal Point with a written summary setting out the Results and summarizing the progress of the Work for the Project in accordance with the Scope and schedule set out in the relevant Purchase Order.

Unless waived by Company, upon completion or termination of a Project, the Contractor Focal Point for that Project shall submit a final written report to the Company Focal summarizing the activities under the Project and detailing the Results and any Deliverable for the Project.

The Delegates shall convene, in person or by telephone, with at least one representative of each party once every two (2) weeks to discuss the progress of the Work.

In full and final settlement for the performance of the Work, production and issue of the Results and for fulfilling and/or complying with all other terms and conditions of this Agreement Company shall pay to Contractor the total amount of one two hundred thousand United States dollars (USD 200,000.00) for the respective milestone delivery.

The total amount should be paid in 2 installments in accordance with the schedule quoted in PART 3 – Section 3A.

payable upon execution of this Agreement; Upon completion of the relevant preparation activities and the readiness to commence the Work, for example, acquirement of all relevant consumables, equipment and third party services in order to be able to commence the Work.

b) $100,000.00 USD payable upon completion, receipt and acceptance by Shell of the deliverables and submission of the final report, to Shell and the respective accepted receipt by Shell.

To the extent authorized, Company shall reimburse all additional required out-of-pocket travel and lodging expenses as part of the Work for Contractor at actual cost (including, but not limited to, hotel, airfares and car rentals collectively “Travel Expenses”) provided that such Travel Expenses are documented with receipts and are attached to the invoice. Travel shall be at normal coach/economy class fares; overnight lodging shall be at rates comparable to standard economy room rates. Contractor shall arrange alternatives to hotel expenses (e.g. apartment rentals, corporate housing, etc.) and local transportation (e.g. sharing of rental cars, etc.) to minimize lodging expenses where cost effective.

Travel expenses estimated at Contractor $15,975 USD in total are included in the Total Project costs. Any indication that the estimated expenses are insufficient requires the immediate consultation of the Company Focal Point and Deputy Chairman.

Contingent upon Company providing funding for an extension of the Work, with a mutually agreeable scope of work as explained in Section 3A, this Section 3C shall then apply and be governed by the following general principles:

For any product and/or service supplied by or on behalf of Contractor, or any of its affiliates, incorporating the System (“Products”):

First Right to Order: during the period of two (2) years from the commercial availability of Products, Company shall have the first right to order such Products ahead of any Third Party under commercially reasonable terms and timing of orders.

Pricing: Most Favored Customer. Contractor shall make all efforts to ensure that the net effective prices payable by Company and/or Affiliate of Shell for Products shall be no greater and on terms no less favourable in the aggregate to such Shell and/or Affiliate of Shell than those which Contractor or Affiliate of Contractor charge to any other customer for equivalent products covered by this clause 1, for purposes of this section(Future Pricing), such pricing is defined as the “MFC Pricing Provision”.

Continuity of Supply: in the event Contractor or its affiliate is unwilling or unable to supply, upon commercially reasonable terms and and timing of orders Products requested by Company or any Affiliate of Shell, Company and/or its Affiliates shall be granted a licence under the Intellectual Property Rights of Contractor or its Affiliates to the extent necessary to enable Company or its Affiliates to make and supply, or engage a Third Party to make and supply Products until such time as Contractor is able to fulfill Products requests by Company or its Affiliates

Royalty Fee: In addition, Contractor will pay an annual licensing fee to Company, on commercially reasonable terms and conditions to be separately negotiated, based on revenue received by Contractor (including any sublicense fees) from selling commercial Products by Contractor or its licensees. The licensing fee to be paid by Contractor will be capped at three times Company’s payments to Contractor under this Agreement

WHEREAS the parties entered into a COOPERATIVE RESEARCH AGREEMENT made as of October 24, 2014, identified by agreement number PT50890, as amended and assigned (the “Agreement”);

NOW THEREFORE,in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the date first written above.

Demonstrate and document the commercial and technical viability of the HyperDrill™ way of ‘making hole’ (the Technology) following an experimental design and accelerated experimentation approach over an elapsed period of 6 to 9 months.

Demonstration means execution of a set of carefully designed physical experiments, demonstrating the HyperDrill™ way of ‘making hole’ (the Technology). These experiments are based on, and underpinned by numerical modeling & models and performed under conditions representative and applicable (pressures & rock types) in sedimentary rock based hydrocarbon extraction.

Rock types (for at least two ‘making hole’ needs to-be demonstrated) should be representative for the extremes of the in phase-1 envisioned operating envelope.

Rock types need to-be characterized by parameters used in the hydrocarbon extraction drilling industry (e.g. density, porosity, compressional and shear wave velocities, unconfined compressive strength, Mohr friction angle, mineralogy and grain sizes).

Results are expressed in terms that enable 1-2-1 comparisons with bench marked way of ‘making hole’ under similar conditions. As a minimum the following data needs to-be collected: ROP (instantaneous and average), wellbore quality (diameter min/max/average, tortuosity, spiraling, round- smoothness), resulting well bore properties including well bore damage & stability, and ejecta characteristics (mass & particle size distribution per material).

Technical viability explicitly includes demonstrating the feasiblility of the dynamic end cap component (placement and pressure differential containment) but not necessary in an integrated way whilst ‘making hole’.

Demonstrating commercial viability means a draft business plan that addresses the following:

Financial model (including cash flow forecast) for different scenarios (with underpinning articulated assumptions)

In full and final settlement for the performance of the Work, production and issue of the Results and for fulfilling and/or complying with all other terms and conditions of the Agreement, as amended by this Amending Agreement, Company shall pay to Contractor the total amount of five hundred fifty seven thousand five hundred United States dollars (USD 557,500.00)for the respective milestone delivery.

Subject to the conditions of the associated Purchase Order, the total amount shall be paid in several installments in accordance with the following schedule.

a) $278,750.00 USD (two hundred seventy eight thousand seven hundred and fifty US dollars) billable upon execution of this Amending Agreement;

b) $139,375.00 USD (one hundred thirty nine thousand three hundred seventy five US dollars) billable upon start of the experiments of ‘making hole’ under conditions representative and applicable (pressures & rock types) in sedimentary rock based hydrocarbon extraction.; and

c) $139,375.00 USD (one hundred thirty nine thousand three hundred seventy five US dollars) payable upon completion, receipt and acceptance by Shell of the deliverables and submission of the final report, to Shell and the respective accepted receipt by Shell.

Travel expenses estimated are included in the Total Project costs. Any indication that additional expenses are expected the immediate consultation of the Company Focal Point and Deputy Chairman is required.

Contractor shall submit to Company invoices in accordance with the Agreement. Company shall pay Contractor within thirty (30) days (unless otherwise stated by Company) of receipt by Company of a correctly prepared and properly supported invoice to the address specified in the Agreement. If Company, in good faith, disputes the amount of any invoice or any part thereof, Company will notify Contractor as to the amount Company concedes to be correct and Contractor will issue two (2) invoices to Company: an invoice containing the dispute amount and an invoice containing the undisputed amount. Company reserves the right to withhold payment of such disputed amount pending resolution. The parties shall endeavour to settle at the earliest possible date any invoicing matters in dispute.

The parties entered into a COOPERATIVE RESEARCH AGREEMENT dated October 24, 2014, identified by agreement number PT50890.

The agreement referenced above with any prior amendments is the CONTRACT, which is amended as provided below

Capitalised terms used and not otherwise defined in this AMENDING AGREEMENT have the meanings given to them in the CONTRACT.

This AMENDING AGREEMENT forms part of the CONTRACT and is governed and interpreted by the terms of the CONTRACT.

(a) The CONTRACT is amended effective June 30, 2016, according to the provisions in this sub‐article.

(b) Company Focal Point in Article 4. NOTICES of PART 1 – COOPERATION AGREEMENT is deleted in its entirety and replaced with the following:

Hani Elshahawi, GameChanger at Shell International Exploration and Production Inc.

(c) PART 3 – Section 3A – The Work, Results and Delivery Schedule is extended with an additional Scope of Work as described and attached hereto as Appendix I.

(d) PART 3 – Section 3B – Payment Schedule and Invoicing Instructions is deleted in its entirety and replaced with a revised Section 3B attached hereto as Appendix II.

The CONTRACT remains in full effect, subject to the amendments set out in this AMENDING AGREEMENT. In the case of any conflict between the terms of this AMENDING AGREEMENT and the terms of the CONTRACT, the terms of this AMENDING AGREEMENT prevail.

DWOP (drilling the well on paper) for a Generic Well or Well Section of an oil/gas Well

These are primarily labour costs‐no major materials costs – only half of the cost is passed through to Shell as two full time staff engineer and two part time senior drilling tool specialists will be required.

• Two full time HyperSciences staff engineers X (40 hr/wk X 24 weeks) X $125/hour)= $240K

• Two X 50% Senior drilling tool specialist consultancy fees = 2 X $5000/month X 4 months = $40K

In full and final settlement for the performance of the Work, production and issue of the Results and for fulfilling and/or complying with all other terms and conditions of the Agreement, as amended by this Amending Agreement, Company shall pay to Contractor the total amount of Two hundred and eighty thousand United States dollars (USD 280,000) for the respective milestone delivery.

Subject to the conditions of the associated Purchase Order, the total amount shall be paid in several installments in accordance with the following schedule.

b) one hundred thousand USD (100,000 US dollars) payable upon completion, receipt and acceptance by Shell of the first milestone;

c) one hundred thousand USD (100,000 US dollars) payable upon completion, receipt and acceptance by Shell of the deliverables and submission of the final report.

To the extent authorized, Company shall reimburse all additional required out‐of‐pocket travel and lodging expenses as part of the Work for Contractor at actual cost (including, but not limited to, hotel, airfares and car rentals collectively “Travel Expenses”) provided that such Travel Expenses have been requested by Company and are documented with receipts and are attached to the invoice. Travel shall be at normal coach/economy class fares; overnight lodging shall be at rates comparable to standard economy room rates. Contractor shall arrange alternatives to hotel expenses (e.g. apartment rentals, corporate housing, etc.) and local transportation (e.g. sharing of rental cars, etc.) to minimize lodging expenses where cost effective.

Travel expenses shall be invoiced together with each instalment. [Redacted] Company shall pay Contractor within thirty (30) days (unless otherwise stated by Company) of receipt by Company of a correctly prepared and properly supported invoice to the address specified in the Agreement.

THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), HyperSciences, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).

Issuer has engaged SI Securities to offer for the sale of Securities on a “best efforts” basis pursuant to the Issuer Agreement.

Subscribers to the Securities (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.

All payments in connection with subscriptions for Securities shall be sent directly to the Escrow Agent, and Escrow Agent has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement.

In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:

“Business Days” shall mean days when banks are closed for business in the State of Delaware.

“Investment” shall mean the dollar amount of Securities proposed to be purchased by the Subscriber in full. Subscribers may subscribe by tendering funds via wire or ACH only to the account specified in Exhibit A attached herein, checks will not be accepted. Wire and/or ACH instructions are

subject to change, and may differ if funds are being sent from an international account. In the event these instructions change they will be updated and provided by Escrow Agent to SI Securities.

“Escrow Funds” shall mean the funds deposited with the Escrow Agent pursuant to this Escrow Agreement.

“Expiration Date” means the date that is one year from the qualification of the Offering by the Commission.

“Minimum Offering” shall have the definition as set forth in Exhibit A attached hereto.

“Minimum Offering Notice” shall mean a written notification, signed by SI Securities, pursuant to which the SI Securities shall represent that, to its actual knowledge, all Closing Conditions have been met.

“Closing Conditions” shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

“Subscription Accounting” shall mean an accounting of all subscriptions for Securities received for the Offering as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt of the Investment, and notations of any nonpayment of the Investment submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Issuer, or other termination, for whatever reason, of such subscription.

Appointment of and Acceptance by Escrow Agent. The other parties hereto hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent hereby accepts such appointment in accordance with the terms of this Escrow Agreement. Escrow Agent hereby agrees to hold all Investments related to the Offering in escrow pursuant to the terms of this Agreement.

Deposits into Escrow. . All Investments shall be delivered directly to the Escrow Agent for deposit into the Escrow Account described on Exhibit A hereto. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4.

a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;

instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.

ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.

The parties hereto understand and agree that all Investments received by Escrow Agent hereunder are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt, Escrow Agent shall process each Investment for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Investment is dishonored, Escrow Agent’s sole obligation shall be to notify the parties hereto of such dishonor and to promptly return such Investment to the applicable investor.

Upon receipt of any Investment that represents payment of an amount less than or greater than the Subscriber’s initial proposed Investment, Escrow Agent's sole obligation shall be to notify the parties hereto of such fact and to promptly return such Investment to the applicable investor.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by Automated Clearing House (“ACH”), no later than one (1) business day following receipt of the following documents:

Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

The Escrow Agent shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with written instructions signed by SI Securities as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to

believe that (a) Investments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by the Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.

After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by ACH, no later than one (1) business day after receipt.

It is understood that any ACH transaction must comply with U. S law. However, BMTC DE is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by BMTC DE in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.

Rejection of Any Subscription or Termination of the Offering. Promptly after receipt by Escrow Agent of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer or SI Securities that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by ACH , the amount of the Investment paid by each Subscriber.

Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if Escrow Agent shall not have received a Minimum Offering Notice on or before the Expiration Date, or the offering has been sooner terminated by Issuer, Escrow Agent shall, without any further instruction or direction from SI Securities or Issuer, promptly return to each Subscriber, by ACH or Wire transfer, the Investment made by such Subscriber.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between SI Securities, Issuer, Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or (ii) if at any time Escrow Agent is unable to determine, to Escrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if SI Securities and Issuer have not within 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its reasonable discretion, take either or both of the following actions:

suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be).

petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.

Escrow Agent shall have no liability to Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Investment of Funds. Escrow Agent will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.

Resignation of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving ten (10) days prior written notice to the SI Securities and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, SI Securities and Issuer jointly shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable. After any retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In

no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall provide the Issuer and SI Securities with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.

Indemnification of Escrow Agent. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or

regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent.

Fees and Expenses. SI Securities shall compensate Escrow Agent for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by SI Securities upon demand by Escrow Agent. The obligations of SI Securities under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent.

Disbursements from Escrow Funds to Pay Escrow Agent. The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

Security and Offset. Issuer hereby grants to Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and Escrow Agent and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to Escrow Agent and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to Escrow Agent and the Indemnified Parties upon receipt of an itemized invoice.

a. Each party hereto respectively makes the following representations and warranties to Escrow Agent:

It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.

This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.

The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document.

It hereby acknowledges that the status of Escrow Agent is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein.

All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.

Issuer further represents and warrants to Escrow Agent that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

SI Securities further represents and warrants to Escrow Agent that the deposit with Escrow Agent by SI Securities of Investments pursuant to Section 3 hereof shall be deemed a representation and warranty by SI Securities that such Investment represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.

Identifying Information. Issuer and SI Securities acknowledge that a portion of the

identifying information set forth on Exhibit A is being requested by the Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Delaware shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Delaware shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.

Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by SI Securities, Issuer, and Escrow Agent. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

Severability. To the extent any provision of this Escrow Agreement is 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 provision or the remaining provisions of this Escrow Agreement.

Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow

Funds and sets forth in their entirety the obligations and duties of the Escrow Agent with respect to the Escrow Funds.

Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of SI Securities, Issuer and Escrow Agent.

Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.

Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.

Dealings. The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities of the Issuer and become pecuniarily interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not Escrow Agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for the Issuer or any other entity.

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.

The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses.

Extraordinary fees are payable to the Escrow Agent for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.

Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.

We hereby consent to the use of our report dated April 24, 2018 with respect to the balance sheets of HyperSciences, Inc. as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ deficit and cash flows, and the related notes to the financial statements for the years then ended, which report is included in the Offering Circular dated on or about April 26, 2018.


	Dates Issued	Issued Shares	Potential Shares	Total Issued and Potential Shares	Effective Cash Price per Share at Issuance or Potential Conversion
Common Shares Issuance (after 100,000 share repurchase on 2/28/18)	2014 - Present	4,300,000	-	4,300,000	$ 0.0071429
Common Stock Issued From 2/28/18 Note Conversion	2018	682,727	-	682,727	$ 1.275
*Common Stock Purchase by Operations Advisor 2/28/18 – From 2015 Plan	2018	330,000	-	330,000	$ 0.025
Common Stock from Option Exercise – Hossam Elbadawy – From 2015 Plan	2018	85,000		85,000	$ 0.025
**Outstanding Stock Options (net of forfeitures to date)	2017 - Present	-	185,750	185,750	$ 0.025
Warrant to Lee & Hayes, PLLC	2018	-	21,461	21,461	$ 3.84

Total Common Share Equivalents		5,397,727	207,211	5,604,938	$ 0.178

Investors in this Offering, assuming $10 million raised		2,604,166		2,604,166	$ 3.84

***Total after inclusion of this Offering		8,001,893	207,211	8,209,104


Title	Jurisdiction	App. or Pub. No.
Baffled-tube ram accelerator	United States	15/517,942
Baffled-tube ram accelerator	Australia	2015330900
Baffled-tube ram accelerator	Canada	2964109
Baffled-tube ram accelerator	China	201580062939.3
Baffled-tube ram accelerator	Europe	15849327.0
Baffled-tube ram accelerator	India	201717013251
Baffled-tube ram accelerator	Japan	2017-518878
Baffled-tube ram accelerator	Russia	2017115763


Title	Jurisdiction	Patent Number
Ram Accelerator System	United States	9,500,419
Ram Accelerator System with Endcap	United States	9,458,670
Core Sample Preparation, Analysis, and Virtual Presentation	United States	8,538,697


Title	Jurisdiction	App. or Pub. No.
Augmented Drilling System	PCT/US	PCT/US2017/050736
Augmented Drilling System	United States	15/698,549
Projectile Drilling System	PCT/US	PCT/US2016/060129
Projectile Drilling System	United States	15/340,753
Projectile Drilling System	United States	62/542,721
Projectile Tunneling System	United States	62/502,863
Ram Accelerator System	Canada	2,937,145
Ram Accelerator System	China	201480016227.3
Ram Accelerator System	Europe	14770528.9
Ram Accelerator System	Hong Kong	16107344.0
Ram Accelerator System	India	8023/DELNP/2015
Ram Accelerator System	PCT/US	PCT/US2014/012317
Ram Accelerator System	United States	15/292,011
Ram Accelerator System with Baffles	Europe	16783882.0
Ram Accelerator System with Baffles	PCT/US	PCT/US2016/028704
Ram Accelerator System with Baffles	US	15/135,452
Ram Accelerator System with Endcap	Europe	15791990.3
Ram Accelerator System with Endcap	Hong Kong	17107855.0
Ram Accelerator System with Endcap	PCT/US	PCT/US2015/030320
Ram Accelerator System with Endcap	China	2015800272507
Ram Accelerator with Endcap # 2	United States	15/246,414
Ram Accelerator System with Rail Tube	Europe	15852455.3
Ram Accelerator System with Rail Tube	PCT/US	PCT/US2015/056947
*Ram Accelerator System with Rail Tube	United States	14/919,657 (Allowed)
*Ram Accelerator System with Rail Tube	China	201480016227.3 (Allowed)
System for Acoustic Navigation of Boreholes	United States	15/871,824
System for Acoustic Navigation of Boreholes	United States	PCT/US18/13833
System for Generating a Hole Using Projectiles	PCT/US	PCT/US2016/061660
System for Generating a Hole Using Projectiles	United States	15/348,796
System for Generating Geothermal Energy	United States	62/447,350
Systems for Thermal Generation of Energy	United States	62/450,529


Name	Position	Age	Term of Office (if indefinite, provides date appointed)	Approximate hours per week for part-time employees
Executive Officers:
Mark Russell	Chief Executive Officer	45	October 13, 2014
Kemper Rojas*	Chief Financial Officer	40
Directors:
Mark Russell		45	April 3, 2015
Mike McSherry*		50	April 3, 2015
Charles Russell*		47	April 3, 2015
Significant Employees:
Mark C. Russell	CEO/Chief Engineer	45

Charles Russell*	Avionics/Robotics	47
Dr. Carl Knowlen*	Ram Accelerator Chief	58		~5 hours/week


Series A Preferred Shares	Price Per Share to the Public	Total Number of Shares Being Offered	Proceeds to HyperSciences Before Expenses, Discounts, and Commissions**
Total Minimum	$3.84	651,042	$2,500,000
Total Maximum	$3.84	2,604,166	$10,000,000


Name	Role	Cash Compensation ($)	Other Compensation ($)	Total Compensation ($)
Mark Russell	CEO	$200,000	$50,000	$250,000


Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of Class
Common	Mike McSherry	257,106	None	4.76%
Common	EnergeticX.net LLC	3,708,092	None	74%
Common	Charles Russell	37,500	None	0.75%
Common	Mark Russell	52,131	None	0.97%


	—	The investor irrevocably appoints SI Securities, LLC, to vote the investor’s shares of Series A Preferred Stock, as well as the investor’s shares of Common Stock of the Company following the conversion of the Series A Preferred Stock;


	—	Investors will have fourteen calendar days to approve or deny the action. If an investor does not approve or deny the action within that fourteen-calendar-day period, the investor relinquishes the right to approve or deny the action. In the event an investor relinquishes such right,, SI Securities, LLC will vote on the investor’s behalf in alignment with the majority vote of all outstanding shares of Series A Preferred Stock. The fourteen calendar day period may be extended for successive seven calendar day periods up to a maximum of 28 calendar days at the discretion of SI Securities, LLC.;


	—	SI Securities, LLC is not restricted from acquiring a financial interest in the Company, creating a potential for a conflict of interest. If investors do not indicate their voting preference prior to the expiration of the voting period described above, SI Securities, LLC may vote those investors' shares in a way with which the investors do not agree;


	—	Except as otherwise approved by a majority of investors party to the agreement, investors are not obligated to compensate SI Securities, LLC for its activities the Investor Proxy Agreement and SI Securities, LLC is required to bear the expense of its activities under the Investor Proxy Agreement;


	—	SI Securities, LLC may only be removed from its activities and powers under the Investor Proxy Agreement by super-majority vote of investors party to the agreement;


	—	The Investor Proxy Agreement is effective until one of the following events occurs: (1) upon the liquidation or sale of the Company, (2) approval by a majority of investors party to the agreement to terminate the Investor Proxy Agreement, or (3) the resignation or removal of SI Securities, LLC as the appointee under the agreement without the appointment of a new appointee by investors;


	—	Investors party to the agreement may only transfer their shares once their transferee has executed the Investor Proxy Agreement and agrees to assume all of the duties and obligations under the agreement and to be bound by and subject to all of the terms and conditions of the Investor Proxy Agreement;


HyperSciences, Inc.
Statement of Changes in Stockholders' Deficit
Years Ended December 31, 2017 and 2016

	Common Stock
	Shares	Amount	Additional Paid in Capital	Accumulated Deficit	Total Stockholders' Deficit
Balance December 31, 2015	4,400,000	$ 440	$ 30,989	$ (1,057,466)	$ (1,026,037)

Net Loss				(1,313,956)	(1,313,956)
Balance - December 31, 2016	4,400,000	440	30,989	(2,371,422)	(2,339,993)

Share-based compensation			3,705		3,705
Net Loss				(1,492,072)	(1,492,072)
Balance - December 31, 2017	4,400,000	$ 440	$ 34,694	$ (3,863,494)	$ (3,828,360)


	2017	2016
Trucks and trailers	$ 17,608	$ 12,704
Tractors and drills	112,822	6,176
	130,430	18,880
Accumulated depreciation	(16,142)	(3,480)
Total equipment	$ 114,288	$ 15,400


	2017	2016
Pending patents	$ 179,797	$ 107,310
Patents granted	35,012	34,212
	214,809	141,522
Accumulated amortization	(4,064)	(2,012)
Total patents	$ 210,745	$ 139,510


	2018		$ 2,060
	2019		2,060
	2020		2,060
	2021		2,060
	2022		2,060
	Total		$ 10,300


	—	Under the Investor Proxy Agreement, SI Securities, LLC is not liable to investors party to the agreement for any act or failure to act except in the event of fraud, gross negligence, willful malfeasance, intentional and material breach of the Investor Proxy Agreement, or conduct that is the subject of a criminal proceeding, provided that SI Securities, LLC knew the conduct was illegal; and


	—	Investors party to the agreement are required to indemnify and reimburse expenses of SI Securities, LLC for any legal claims against SI Securities, LLC as a result of any act or failure to act in connection with its activities under the Investor Proxy Agreement.


		Per Share

Public offering price		$3.84
Placement Agent commissions		$0.288
Proceeds, before expenses, to us		$3.552


HyperSciences, Inc.
Balance Sheets
December 31, 2017 and 2016

ASSETS
	2017	2016
Current Assets:
Cash	$ 290	$ 112,658
Total current assets	290	112,658

Equipment
Equipment, net	114,288	15,400
Total equipment	114,288	15,400

Other assets
Patents, net	210,745	139,510
Total other assets	210,745	139,510

Total Assets	$ 325,323	$ 267,568

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Accounts payable	$ 216,406	$ 121,999
Related party payables	403,620	350,203
Accrued interest	344,593	158,065
Payroll liabilities	82,878	2,294
Convertible notes payable	2,542,072	1,975,000
Total current liabilities	3,589,569	2,607,561

Convertible notes payable	415,000	-
Accrued interest	54,114	-
Related party note payable	95,000	-
Total long term liabilities	564,114	-

Total Liabilities	4,153,683	2,607,561

Commitments & Contingencies (Note 6)	-	-

Stockholders' Deficit:
Common stock, $0.0001 par value; 10,000,000 shares
authorized, 4,400,000 shares issued and outstanding	440	440
Additional paid in capital	34,694	30,989
Accumulated deficit	(3,863,494)	(2,371,422)
Total Stockholders' Deficit	(3,828,360)	(2,339,993)

Total Liabilities & Stockholders' Deficit	$ 325,323	$ 267,568


HyperSciences, Inc.
Statements of Operations
For the years ended December 31, 2017 and 2016

	2017	2016

Revenue	$ -	$ 419,375

Cost of goods sold	-	407,277
Gross profit	-	12,098

Expenses:
Personnel	563,518	560,822
Research and development	362,782	354,890
Professional fees	131,818	91,182
Repairs & maintenance	13,025	4,221
Rent & facility costs	22,891	21,650
Shipping and freight	4,107	5,325
Travel	60,719	55,305
Depreciation & amortization	14,713	4,393
General and administrative	77,784	107,689
Total operating expenses	1,251,357	1,205,477

Net loss from operations	(1,251,357)	(1,193,379)

Other income (expense)
Interest expense	(240,715)	(120,577)

Net loss before provision for income tax	(1,492,072)	(1,313,956)

Provision for income taxes	-	-

Net loss	$ (1,492,072)	$ (1,313,956)


Loss per common share - Basic and diluted	$ (0.34)	$ (0.30)

Weighted average number of shares
outstanding - Basic and diluted	4,400,000	4,400,000


HyperSciences, Inc.
Statements of Cash Flows
For the years ended December 31, 2017 and 2016


	2017	2016

Cash flows from operating activities:
Net loss	$ (1,492,072)	$ (1,313,956)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation & amortization expense	14,714	4,393
Share-based compensation	3,705	-
Change in operating assets and liabilities:
Accounts payable and accrued expenses	182,063	38,716
Related party payable	53,417	68,899
Other assets	-	754
Accrued interest	240,642	120,578
Net cash used in operating activities	(997,531)	(1,080,616)

Cash flows from investing activities:
Purchase of equipment	(111,550)	(10,630)
Pending patent costs	(72,487)	(31,381)
Granted patent costs	(800)	(14,212)
Net cash used in investing activities	(184,837)	(56,223)

Cash flows from financing activities:
Proceeds from related party note payable	95,000	-
Proceeds from convertible notes payable	975,000	1,010,000
Net cash provided by financing activities	1,070,000	1,010,000

Net (decrease) in cash	(112,368)	(126,839)
Cash at beginning of year	112,658	239,497
Cash at end of year	$ 290	$ 112,658


Supplemental disclosure of non-cash financing and investing activities:

Pending patents purchased with accounts payable	$ 2,580	$ 26,809
Legal fees payable converted to convertible note	$ -	$ 35,000
Payroll liabilities converted to convertible note	$ 7,072	$ -


	2017	2016
Consulting fees expense - Chuck Russell	$ 30,000	$ 141,015
Share based compensation expense- Russell direct family members	1,303	-
EGX expenses incurred for HSI	150,159	171,297
Total expenses	$ 181,462	$ 312,312

Note payable to Robert Russell	95,000	-
Note payable to EGX	11,500	-
Total notes payables	$ 106,500	$ -


	Options	Weighted-Average Exercise Price	Weighted Average Remaining Contractual Term
Outstanding at January 1, 2017	-	-	-
Granted	450,750	$ 0.025	9 years
Forfeited	169,583	$ 0.025	9 years
Outstanding at December 31, 2017	281,167	$ 0.025	9 years


	December 31, 2017		December 31, 2016
Federal net operating loss carryforward	$	812,699	$	715,554
Valuation allowance		(812,699)		(715,554)
Deferred tax asset	$	-	$	-


		December 31, 2017			December 31, 2016
Income tax benefit computed using the statutory rate	$	(522,225)	(35%)	$	(459,885)	(35%)
Tax return to accrual adjustment		(115,000)	(8%)		-	-
Impact of change in federal tax rate		540,080	36%		-	-
Change in valuation allowance		97,145	7%		459,885	35%
Total income tax benefit	$	-	-%	$	-	-%


Bank Name	Bryn Mawr Trust Company of Delaware
Address	801 Lancaster Ave, Bryn Mawr PA 19010
Routing Number	031908485
Account Number	069-6964
Account Name	Trust Funds
Further Instructions	SeedInvest - HyperSciences


Name and Address	Number of Shares Held
EnergeticX.net, LLC	3,484,377


Application Serial #	Filing Date	Attorney Docket #	Type	Status	Priority Date	Title
13/841,236	March 15, 2013	834-7001	US Non- Provisional	Pending	March 15, 2013	“Ram Accelerator System” .aka. Orig. Hyperdrill Patent
PCT/US2014 /012317	January 21, 2014	834-7001PCT	PCT – Pat. Coop Treaty filing	Pending	March 15, 2013	“Ram Accelerator System” .aka. Orig. Hyperdrill Patent
14/708,932	May 11, 2015	834-7005 Previous (834- 6005)	US Non- Provisional (May 11, 2015)	Pending	May 13, 2014	“Ram Accelerator System With Endcap”
PCT/US15/3 0320.	May 12, 2015	834-7005PCT Previous (834- 6005)	PCT – Pat. Coop Treaty filing	Pending	May 13, 2014	“Ram Accelerator System With Endcap”
62/067,923	October 23, 2014	834-6006	US Provisional	Pending	October 23, 2014	“Ram Accelerator System With Rail Tube”
62/150,836	April 21, 2015	834-6007	US Provisional	Pending	April 21, 2015	“Ram Accelerator System With Baffle”


Contractor Focal Point:	Company Focal Point:
Mark C. Russell	Hans Haringa
*Lead Engineer, CEO*	*PTI/IP – GameChanger*

*1702 S Rockwood Blvd*	*Shell Global Solutions International B.V.*
*Spokane*	*Kessler Park 1*
*WA 99203*	*2288 GS Rijswijk*
*USA*	*The Netherlands*
*T: + 1 509 994 8577*
*E: mrussell@energeticx.net*
	*T: +31 70 447 4204*
	*E: hans.h.haringa@shell.com*


SHELL International Exploration and Production, Inc.	HyperSciences, Inc
Signature: /s/ Marian Marino	Signature: /s/ Mark C. Russell
Name: Marian Marino	Name: Mark C. Russell
Title : Manager Gamechanger	Title : CEO
Date: Oct. 28, 2014	Date: October 24th, 2014
Place: Houston, TX 77082	Place: Spokane, WA 99203


Contractor Focal Point	Company Focal Point:
Mark C. Russell	Hans Haringa
CEO	PTI/IP – GameChanger
HyperSciences, Inc	Shell Global Solutions International B.V.
1702 S Rockwood Blvd, Spokane	Kessler Park 1
WA 99203	2288 GS Rijswijk
USA	The Netherlands
T: + 1 509 994 8577	T: +31 70 447 4204
E: mrussell@energeticx.net	E: hans.h.haringa@shell.com


	Total Project
Materials Cost	23,250
Direct Labor	113,197
Other Direct Costs	54,117
Overhead	9,376

Total	199,940


SHELL International Exploration and Production, Inc.	HyperSciences, Inc
Signature: /s/ Wendy Miller	Signature: /s/ Mark C. Russell
Name: Wendy Miller	Name: Mark C. Russell
Title : Principal Commercial Administrator	Title : CEO
Date: 18 June 2015 \| 19:09 GMT	Date: 18 June 2015 \| 15 :31 GMT
Place:	Place: Spokane, WA