EXHIBIT 10.11 ---------Escrow Agreement • August 27th, 2002 • Diversified Product Inspections Inc • Services-testing laboratories • Connecticut
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2017 • Progreen US, Inc. • Real estate • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 29, 2017, by and between PROGREEN US, INC., a Delaware corporation, with headquarters located at 2667 Camino del Rio South, Suite 312, San Diego, CA 92108 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 8th, 2018 • Progreen US, Inc. • Real estate • Puerto Rico
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Global, LLC, a Wyoming corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on April 27, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProGreen US, Inc., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b).
ARTICLE 2 REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • January 3rd, 2001 • Fairfax Group Inc • Blank checks • Florida
EXHIBIT 10.9 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 25, 2002 by and among Diversified Product Inspections, Inc., a Florida corporation (the "COMPANY"), and the undersigned investor (the "INVESTOR"). WHEREAS,...Investment Agreement • August 23rd, 2002 • Diversified Product Inspections Inc • Services-testing laboratories • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • Progreen US, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 2018, by and between ProGreen US, Inc., a Delaware corporation, with headquarters located at 2667 Camino Del Rio South (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 25, 2002, by and between DIVERSIFIED PRODUCT INSPECTIONS, INC., a company organized under the laws of state of Florida, with its principal...Registration Rights Agreement • August 27th, 2002 • Diversified Product Inspections Inc • Services-testing laboratories
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • Progreen US, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2018, by and between PROGREEN US, INC., a Delaware corporation, with its address at 2667 Camino del Rio South, Suite 312,San Diego, CA 92108-3763 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
EXHIBIT 10.7 SUBSCRIPTION AGREEMENT ProGreen Properties, Inc. c/o Williams, Williams, Rattner & Plunkett, PC 380 North Old Woodward Ave., Suite 300 Birmingham, Michigan 48009 Gentlemen: ProGreen Properties, Inc., a Delaware corporation (the...Subscription Agreement • November 10th, 2009 • ProGreen Properties, Inc. • Services-testing laboratories • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2016 • ProGreen Properties, Inc. • Real estate • Puerto Rico
This Registration Rights Agreement (the “Agreement”), dated as of June 23, 2016 (the “Execution Date”), is entered into by and between ProGreen Properties, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 6443 Inkster Road, Suite 170-D, Bloomfield Township, MI 48301, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at 168 Dorado Beach East, Dorado, PR 00646.
EXHIBIT 10.3 DIVERSIFIED PRODUCT INSPECTIONS, INC. ____________________ This offering consists of up to $300,000 of the Company's Convertible Debentures convertible into the Company's Common Stock. SUBSCRIPTION AGREEMENT SUBSCRIPTION PROCEDURES...Subscription Agreement • August 27th, 2002 • Diversified Product Inspections Inc • Services-testing laboratories • Florida
ContractConvertible Security Agreement • June 20th, 2018 • Progreen US, Inc. • Real estate • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES, UNLESS OTHERWISE PROHIBITED BY FEDERAL OR STATE SECURITIE
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2018 • Progreen US, Inc. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2018, between Progreen US, Inc. a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
EXHIBIT 10.4 SECURITY AGREEMENT (STOCK PLEDGE) This Security Agreement (the "Agreement") is made as of April 25, 2002 between JOHN VAN ZYLL, MARVIN STACY and ANN FURLONG as pledgors (cumulatively "Pledgor"), and Sofcon Limited (the "Secured Party")...Security Agreement • August 27th, 2002 • Diversified Product Inspections Inc • Services-testing laboratories • Connecticut
INVESTMENT AGREEMENTInvestment Agreement • June 27th, 2016 • ProGreen Properties, Inc. • Real estate • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of June 23, 2016 (the “Execution Date”), is entered into by and between ProGreen Properties, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 6443 Inkster Road, Suite 170-D, Bloomfield Township, MI 48301, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at 168 Dorado Beach East, Dorado, PR 00646.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2017 • Progreen US, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 3, 2017, is entered into by and between PROGREEN US, INC., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT ProGreen Properties, Inc.Common Stock Purchase Warrant • June 27th, 2016 • ProGreen Properties, Inc. • Real estate • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Global, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on June 22, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProGreen Properties, Inc., a Delaware corporation (the “Company”), up to 4,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
EXHIBIT 2.1 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN...Agreement for the Exchange of Common Stock • March 6th, 2001 • Fairfax Group Inc • Blank checks
EXHIBIT 10.4 SECURITY AGREEMENT (STOCK PLEDGE) This Security Agreement (the "Agreement") is made as of April __, 2002 between JOHN VAN ZYLL, MARVIN STACY and ANN FURLONG as pledgors (cumulatively "Pledgor"), and Sofcon Limited (the "Secured Party")...Security Agreement • May 30th, 2002 • Diversified Product Inspections Inc • Blank checks • Connecticut
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2017 • Progreen US, Inc. • Real estate • Michigan
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 20, 2017, is entered into by and between progreen us, Inc., a Delaware corporation, (the “Company”), and Lucas Hoppel (the “Buyer”).
ContractWarrant Agreement • May 17th, 2017 • Progreen US, Inc. • Real estate • Nevada
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROGREEN US, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ProGreen US, Inc. Convertible NoteConvertible Note • May 17th, 2017 • Progreen US, Inc. • Real estate • Nevada
FOR VALUE RECEIVED, ProGreen US, Inc., a Delaware corporation with a par value of $0.01 per common share (“Par Value”) (the “Company”), hereby promises to pay to the order of Vista Capital Investments, LLC or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Convertible Note • June 27th, 2016 • ProGreen Properties, Inc. • Real estate • California
This Note is a duly authorized Fixed Convertible Promissory Note of ProGreen Properties, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 5.83% Fixed Convertible Promissory Note due June 23, 2017 (“Maturity Date”) in the principal amount of $22,000 (the “Note”).
FORBEARANCE AGREEMENTForbearance Agreement • May 8th, 2018 • Progreen US, Inc. • Real estate • California
This Forbearance Agreement (this “Agreement”) is entered into as of April 27, 2018 (“Execution Date”) by and between Tangiers Global, LLC (“Lender”), a Wyoming limited liability company, and ProGreen US, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
SETTLEMENT AGREEMENT AND ASSET PURCHASE AGREEMENTSettlement Agreement and Asset Purchase Agreement • February 4th, 2009 • Diversified Product Inspections Inc • Services-testing laboratories • Florida
This Settlement Agreement and Asset Purchase Agreement (the “Agreement”) dated as of September 30, 2008, among Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”), Diversified Product Inspections, Inc., a Florida corporation (the “Seller”), John Van Zyll, Ann Furlong, and Marvin Stacy (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). The Buyer, the Seller, the Management and the Plaintiffs are referred to collectively as the “Parties” and each is individually referred to as a “Party.”
Exhibit 10.13 AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT DATED APRIL 25, 2002 (THE "SUBSCRIPTION AGREEMENT") BETWEEN DIVERSIFIED PRODUCT INSPECTIONS, INC., A FLORIDA CORPORATION, (THE "COMPANY"), AND THE UNDERSIGNED DEBENTURE PURCHASER, SOFCON...Subscription Agreement • August 23rd, 2002 • Diversified Product Inspections Inc • Services-testing laboratories
EXHIBIT 10.8 SECURED CONVERTIBLE DEBENTURE PROGREEN PROPERTIES, INC. No. 2009-01 Birmingham, Michigan US $____________________ _____________ ___, 2009 FOR VALUE RECEIVED, the undersigned, PROGREEN PROPERTIES, INC., a Delaware corporation (the...Secured Convertible Debenture • November 10th, 2009 • ProGreen Properties, Inc. • Services-testing laboratories
ANNEX BSettlement Agreement and Asset Purchase Agreement • February 4th, 2009 • Diversified Product Inspections Inc • Services-testing laboratories
This letter agreement acknowledges that Sofcon, Limited, EIG Venture Capital, Limited and EIG Capital Investments, Limited and Diversified Product Inspections, LLC, Diversified Product Inspections, Inc., and John Van Zyll, Ann Furlong, and Marvin Stacy have agreed to amend that certain Settlement Agreement and Asset Purchase Agreement dated September 29, 2008 (the “Agreement”) as described below. All capitalized words and terms have the meaning in the Agreement. The Schedules referred to below are incorporated by reference from the Agreement.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 26th, 2010 • ProGreen Properties, Inc. • Real estate • New York
Standby Equity Purchase Agreement (this "Agreement"), dated as of August 24, 2010, by and among ProGreen Properties, Inc., a Delaware corporation (the “Company”), and LeadDog Capital, LP (the “Investor”).
Restricted Stock Units AgreementRestricted Stock Units Agreement • June 7th, 2012 • ProGreen Properties, Inc. • Real estate • Delaware
12% CONVERTIBLE PROMISSORY NOTE OF PROGREEN US, INC.Note • October 19th, 2017 • Progreen US, Inc. • Real estate • California
This Note is a duly authorized Convertible Promissory Note of ProGreen US, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 12% Convertible Promissory Note due July 13, 2018 (“Maturity Date”) in the principal amount of $306,804 (the “Note”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • December 12th, 2018 • Progreen US, Inc. • Real estate
AMENDMENT, DATED DECEMBER 5, 2018, TO 7% PROMISSORY NOTE, dated as of December 31, 2017, made by and between Progreen US, Inc., a Delaware corporation (the “Borrower”) and American Residential Fastigheter AB, a Swedish corporation (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.
Amended and Restated5.83% Fixed Convertible Promissory Note • August 31st, 2016 • Progreen US, Inc. • Real estate • California
This AMENDED AND RESTATED 5.83% FIXED CONVERTIBLE PROMISSORY NOTE (the “Note”) is made and entered into as of August 25, 2016 by and between ProGreen US, Inc. (formerly ProGreen Properties, Inc.), a Delaware corporation (the “Company”) and Tangiers Global, LLC (the “Holder”), a Wyoming limited liability company, (collectively the “Parties”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 30th, 2012 • ProGreen Properties, Inc. • Real estate • Michigan
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of the April 30, 2012 (the “Effective Date”) by and among ProGreen Properties, Inc., a Delaware corporation (“Seller” and sometimes referred to here as “Member”), and American Residential Gap LLC (“Purchaser”) and ProGreen Properties III LLC, ProGreen Properties IV LLC, ProGreen Properties VII LLC, ProGreen Properties VIII LLC and ProGreen Properties XI LLC, Michigan liability companies (collectively “Companies”).
ContractConvertible Security Agreement • March 22nd, 2017 • Progreen US, Inc. • Real estate • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES, UNLESS OTHERWISE PROHIBITED BY FEDERAL OR STATE SECURITIE
