SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2017 • Progreen US, Inc. • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 15, 2017, by and between PROGREEN US, INC., a Delaware corporation, with its address at 6443 Inkster Road, Suite 170-D, Bloomfield Township, Michigan 48301 (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").
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).
