EXHIBIT
10.49


 


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.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1.            Issuance.
In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without
limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged
by ProGreen US, Inc., a Delaware corporation (the “Company”);
Vista Capital Investments, LLC, its successors and/or registered assigns (the “Holder”),
is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the
fifth anniversary of the Issue Date occurs (the “Expiration Date”), 2,000,000 fully paid and nonassessable
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of
this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to
the terms of that certain Securities Purchase Agreement dated April 25, 2017, to which the Company and the Holder are parties
(as the same may be amended from time to time, the “Purchase Agreement”).


 


Unless
otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase
Agreement.


 


This
Warrant was originally issued to the Holder on May 3, 2107 (the “Issue Date”).


 


2.            Exercise
of Warrant.


 


2.1.         General.


 


(a)       This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email or facsimile
transmission) a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit
A (the “Notice of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to
the Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the
outstanding balance of the Warrant, the Holder shall tender this Warrant to the Company within five (5) Trading Days thereafter,
but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to the Holder as of such
date. The Notice of Exercise shall be executed by the Holder and shall indicate (i) the number of Warrant Shares (as defined below)
to be issued pursuant to such exercise, and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.


 






     


     


    

 


For
purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the
Common Stock is traded (the “Principal Market”) shall be open for business.


 


(b)       
To the extent this Warrant is not previously exercised, and if the Market Price of one Warrant Share is greater than the Exercise
Price, the Holder may elect to receive Warrant Shares, in lieu of a cash exercise, equal to the value of this Warrant determined
in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise,
in which event the Company shall issue to Holder a number of Shares computed using the following formula:


 


X
= Y (A-B)


     A


 





	 	Where	X =	the number
    of Warrant Shares to be issued to Holder.
	 	 	 	 
	 	 	Y = 	the number
    of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A =	the Market
    Price (at the date of such calculation).
	 	 	 	 
	 	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).




 


For
the purposes of this Warrant, the following terms shall have the following meanings:


 


“Affiliate”
shall mean an affiliate as such term is defined in Rule 144 under the Securities Act of 1933, as amended (or a successor rule).


 


“Aggregate
Exercise Price Payable” shall mean the product of multiplying the number of Warrant Shares exercisable by the Exercise
Price.


 


“Closing
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading
Day(s), as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock,
a comparable reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.


 






    	 	2	 



     


    

 


“Deemed
Issuance” means a requested conversion under the Note that is not honored by the Company.


 


“Exercise
Price” shall mean $0.05 per share of Common Stock, subject to adjustments herein.


 


“Market
Price” shall mean the Closing Price for the Common Stock on the Trading Day that is two Trading Days prior to the Exercise
Date.


 


“Note”
shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as
the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced
promissory note.


 


(c)       If
the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding
subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the Warrant
Shares shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in
accordance with instructions provided by the Company at the request of the Holder.


 


(d)       Upon
the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this
Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following
the date the Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date that is three
(3) Trading Days following the Exercise Date) (the “Delivery Date”), provided that all DWAC Eligible Conditions
(as defined in the Note) are then satisfied, deliver or cause the Company’s Transfer Agent to deliver the applicable Warrant
Shares electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated by
the Holder on the Notice of Exercise. If all DWAC Eligible Conditions are not then satisfied, the Company shall instead issue
and deliver or cause to be issued and delivered (via reputable overnight courier) to the address as specified in the Notice of
Exercise, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
shall be entitled. For the avoidance of doubt, the Company has not met its obligation to deliver Warrant Shares by the Delivery
Date unless the Transfer Agent has posted the shares for DWAC pickup and the Holder or its broker, as applicable, has been notified
of this availability, or if the DWAC Eligible Conditions are not then satisfied, has actually received the certificate representing
the applicable Warrant Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth
above.


 


(e)       If
Warrant Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition
to all other remedies available to the Holder in the Transaction Documents, a late charge equal to the greater of (i) $2,000.00
and (ii) 2% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and
to which the Holder is entitled multiplied by (2) the Closing Price of the Common Stock on the Trading Day immediately preceding
the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating this Warrant,
per Trading Day until such Warrant Shares are delivered. The Company shall pay any late charges incurred under this subsection
in immediately available funds upon demand; provided, however, that, at the option of the Holder (without notice to the
Company), such amount owed may be added to the principal amount of the Note. Furthermore, in addition to any other remedies which
may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares as
required under subsection (d) immediately above, the Holder may revoke all or part of the relevant Warrant exercise by delivery
of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant, except that the late charge described above shall be
payable through the date notice of revocation or rescission is given to the Company.


 






    	 	3	 



     


    

 


(f)       The
Holder shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section
2.1 on the Exercise Date.


 


2.2.         Ownership
Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock in payment of interest
or principal under Note, upon conversion of Note, under the Warrant, or upon exercise of the Warrant, so that the Buyer would,
together with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt
of additional shares of Common Stock a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on
such date (the “Maximum Percentage”), the Company shall not be obligated and shall not issue to the Buyer shares
of Common Stock which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage would no longer
be exceeded by any such receipt of shares of Common Stock by the Buyer. The foregoing limitations are enforceable, unconditional
and non-waivable and shall apply to all Affiliates and assigns of the Buyer. Additionally, for so long as the Buyer or any of
its Affiliate own Securities, upon written request from the Buyer, the Company shall post (or cause to be posted), the then-current
number of issued and outstanding shares of its capital stock to the Company’s web page located at OTCmarkets.com (or such
other web page approved by the Buyer).


 


3.            Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new
Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4.            Rights
of the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company,
either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those expressed
in this Warrant and are not enforceable against the Company except to the extent set forth herein.


 


5.            Certain
Adjustments.


 


5.1.         Capital
Adjustments. If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up
or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number
of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the
case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Exercise Price, Market Price (in the event of a cashless exercise), and other applicable amounts, but
the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the date
the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date
is fixed, upon the making of such dividend.


 






    	 	4	 



     


    

 


5.2.         Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock
of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then
the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization,
or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that
the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided
the aggregate purchase price shall remain the same.


 


5.3.         Dilutive
Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell
or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person
to acquire in excess of 10,000 shares of Common Stock, at an effective price per share less than the then Exercise Price (such
lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price
per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price
on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price
and the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Price Payable hereunder,
after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price Prior to such adjustment.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents constituting a Dilutive Issuance are issued.
Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 5.3 in respect of an Exempt Issuance.
Exempt Issuances shall include (1) shares of Common Stock and options, warrants or other rights to purchase Common Stock issued
or issuable to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock
grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; (2) shares
of Common Stock issued upon the exercise or conversion of Common Stock Equivalents outstanding at the issue date of this Warrant;
(3) shares of Common Stock issued or issuable in the current equity line financing offering on file with the Securities and Exchange
Commission (Registration No. 333-213406); (4) shares of Common Stock issued or issuable pursuant to the acquisition of another
corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture
agreement, provided, that such issuances are unanimously approved by the Company’s Board of Directors; and (5) shares of
Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing
or other similar agreements or strategic partnerships unanimously approved by the Company’s Board of Directors.


 


5.4.         The
Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common
Stock Equivalents subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes
of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence
of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares
based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.
Notice of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made
in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof,
the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property
thereafter purchasable upon exercise of this Warrant.


 






    	 	5	 



     


    

 


5.5.         [Reserved]


 


6.            Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of
this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of
each such certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in
this Section 6 shall be deemed to limit any other provision contained herein.


 


7.            Transfer
to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. This
Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred,
pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act
relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration
is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this
Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in
form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section
7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit
B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company.
Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on
the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered
assign” for all purposes hereunder, and shall have all the rights of the Holder.


 


8.            Warrant
Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose
of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and
replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as
the case may be, shall be made at such office by such Warrant Agent.


 


9.            Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder
as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 






    	 	6	 



     


    

 


10.          Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


11.          Supplements
and Amendments; Whole Agreement.This Warrant may be amended or supplemented only by an instrument in writing signed by
the parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together,
contain the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained
herein and therein.


 


12.          Governing
Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Nevada, without giving
effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each
irrevocably (a) consent to and expressly submit to the exclusive personal jurisdiction of any state or federal court sitting in
San Diego County, California in connection with any dispute or proceeding arising out of or relating to this Warrant, (b) agree
that all claims in respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly
submit to the venue of any such court for the purposes hereof, and (d) waive any claim of improper venue and any claim or objection
that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this Warrant, the
Holder, each hereby irrevocably consent to the service of process of any of the aforementioned courts in any such proceeding by
the mailing of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s
address as provided for herein, such service to become effective ten (10) calendar days after such mailing. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


13.          Remedies.
The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies
available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.


 


14.          Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered via facsimile
or email shall be considered original signatures for purposes hereof.


 


15.          Descriptive
Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


16.          Attorney’s
Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation and/or
dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


17.          Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified
to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


[Remainder
of page intentionally left blank]


 






    	 	7	 



     


    







 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized.


 


Dated:
May 3, 2017


 


	 	THE COMPANY:
	 	 	 
	 	ProGreen US, Inc.
	 	 	 
	 	By:	/s/
    Jan Telander
	 	Name: 	Jan
    Telander
	 	Title:	Chief
    Executive Officer


 


[Signature page to Warrant]





 






     


     


    







 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


	TO:	PROGREEN US, INC.




 


ATTN:
_______________


 


VIA
FAX TO: (   )______________


 


VIA
EMAIL TO: (   )______________


 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated
as of ________ (the “Warrant”), to purchase shares of the common stock, $0.0001 par value (“Common
Stock”), of PROGREEN US, INC., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


	_______	CASH:
    $__________________________ = (Exercise Price x Warrant Shares)
	 	 
	_______	Payment
    is being made by:


 


	 	_____	enclosed
    check
	 	 	 
	 	_____	wire
    transfer
	 	 	 
	 	_____	other


 






     


     


    

 


	_______	CASHLESS EXERCISE:




 


Net
number of Warrant Shares to be issued to Holder: ______*



 


*
X = Y (A-B)


       A


 


	Where	X
    =	the
    number of Warrant Shares to be issued to Holder.
	 	 	 
	 	Y
    =	the
    number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	A
    =	the
    Market Price (at the date of such calculation).
	 	 	 
	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 


Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s
right to exercise thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares of Common Stock than permitted
under Section 2.2, this notice should be amended and revised, ab initio, to refer to the exercise which would result in
the issuance of the maximum number of such shares permitted under such provision. Any exercise above such amount is hereby deemed
void and revoked.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by facsimile or email to the fax number and officer indicated
above.


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously
surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address
indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice
of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder
as of such date.


 


To
the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing
the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:


 


_____________________________________


 


_____________________________________


 


_____________________________________


 


Dated:
_____________________


 


___________________________


 


[Name
of Holder]


 


By:________________________


 






     


     


    

 





EXHIBIT
B


 


FORM
OF TRANSFEROR ENDORSEMENT


 


(To
be signed only on transfer of the Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of _________ (the “Warrant”)
to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of PROGREEN
US, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective
right on the books of PROGREEN US, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage
Transferred	 	Number
    Transferred


 


Dated:___________,
______


 


	 	 	 
	 	[Transferor Name must conform to the name of Holder as specified on the face of the Warrant]
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	               


 


Signed
in the presence of:


 


_________________________





(Name)


 


ACCEPTED AND AGREED:


 


_________________________


[TRANSFEREE]



 


	By:	 	 
	 	 	 
	Name: