EXHIBIT
10.52


 


NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE
SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


12%
CONVERTIBLE PROMISSORY NOTE


 


Maturity
Date of February 10, 2017 *the “Maturity Date”


 


$113,000
May 10, 2017 *the “Issuance Date”


 


FOR
VALUE RECEIVED, ProGreen US, Inc., a Delaware Corporation (the “Company”) doing business in Bloomfield Township, MI,
hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the
“Holder”), the principal amount of One Hundred and Thirteen Thousand Dollars ($113,000) (“Note”), on demand
of the Holder at any time on or after February 10, 2017 (the “Maturity Date”), and to pay interest on the unpaid principal
balance hereof at the rate of Twelve Percent (12%) per annum (the “Interest Rate”) commencing on the date hereof (the
“Issuance Date”).


 


		1.	Payments
                                         of Principal and Interest.



 


		a.	Pre-Payment
                                         and Payment of Principal and Interest. The Company may pay this Note in full, together
                                         with any and all accrued and unpaid interest, plus any applicable pre-payment premium
                                         set forth herein and subject to the terms of this Section 1.a, at any time on or prior
                                         to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment
                                         Date”). In the event the Note is not prepaid in full on or before the Prepayment
                                         Date, it shall be deemed a “Pre-Payment Default” hereunder. Until the Ninetieth
                                         (90th) day after the Issuance Date the Company may pay the principal at a cash redemption
                                         premium of 120%, in addition to outstanding interest, without the Holder’s consent;
                                         from the 91st day to the Prepayment Date, the Company may pay the principal at a cash
                                         redemption premium of 125%, in addition to outstanding interest, without the Holder’s
                                         consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash
                                         redemption premium of 135% of the then outstanding principal amount of the Note, plus
                                         accrued interest and Default Interest, if any, which may only be paid by the Company
                                         upon Holder’s prior written consent. At any time on or after the Maturity Date,
                                         the Company may repay the then outstanding principal plus accrued interest and Default
                                         Interest (defined below), if any, to the Holder.



 


		b.	Demand
                                         of Repayment. The principal and interest balance of this Note shall be paid to the Holder
                                         hereof on demand by the Holder at any time on or after the Maturity Date. The Default
                                         Amount (defined herein), if applicable, shall be paid to Holder hereof on demand by the
                                         Holder at any time such Default Amount becomes due and payable to Holder.



 


		c.	Interest.
                                         This Note shall bear interest (“Interest”) at the rate of Twelve Percent
                                         (12%) per annum from the Issuance Date until the same is paid, or otherwise converted
                                         in accordance with Section 2 below, in full and the Holder, at the Holder’s sole
                                         discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest
                                         shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day
                                         year and the actual number of days elapsed and shall accrue daily and, after the Maturity
                                         Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below, the
                                         Interest Rate shall increase to Eighteen Percent (18%) per annum for so long as the Event
                                         of Default is continuing (“Default Interest”).



 


		d.	General
                                         Payment Provisions. This Note shall be paid in lawful money of the United States of America
                                         by check or wire transfer to such account as the Holder may from time to time designate
                                         by written notice to the Company in accordance with the provisions of this Note. Whenever
                                         any amount expressed to be due by the terms of this Note is due on any day which is not
                                         a Business Day (as defined below), the same shall instead be due on the next succeeding
                                         day which is a Business Day and, in the case of any interest payment date which is not
                                         the date on which this Note is paid in full, the extension of the due date thereof shall
                                         not be taken into account for purposes of determining the amount of interest due on such
                                         date. For purposes of this Note, “Business Day” shall mean any day other
                                         than a Saturday, Sunday or a day on which commercial banks in the State of Texas are
                                         authorized or required by law or executive order to remain closed.



 






    


     


    

 


		2.	Conversion
                                         of Note. At any time after the Prepayment Date, the Conversion Amount (see Paragraph
                                         2(a)(i)) of this Note shall be convertible into shares of the Company’s common
                                         stock (the “Common Stock”) according to the terms and conditions set forth
                                         in this Paragraph 2.



 


		a.	Certain
                                         Defined Terms. For purposes of this Note, the following terms shall have the following
                                         meanings:



 


		i.	“Conversion
                                         Amount” means the sum of (a) the principal amount of this Note to be converted
                                         with respect to which this determination is being made, (b) Interest; and (c) Default
                                         Interest, if any, if so included at the Holder’s sole discretion.



 


		ii.	“Conversion
                                         Price” means a 52% discount to the lowest trading price during the previous fifteen
                                         (15) trading days to the date of a Conversion Notice.



 


		iii.	“Person”
                                         means an individual, a limited liability company, a partnership, a joint venture, a corporation,
                                         a trust, an unincorporated organization and a government or any department or agency
                                         thereof.



 


		iv.	“Shares”
                                         means the Shares of the Common Stock of the Company into which any balance on this Note
                                         may be converted upon submission of a “Conversion Notice” to the Company
                                         substantially in the form attached hereto as Exhibit 1.



 


		b.	Holder’s
                                         Conversion Rights. At any time after the Prepayment Date, the Holder shall be entitled
                                         to convert all of the outstanding and unpaid principal and accrued interest of this Note
                                         into fully paid and non-assessable shares of Common Stock in accordance with the stated
                                         Conversion Price. The Holder shall not be entitled to convert on a Conversion Date that
                                         amount of the Note in connection with that number of shares of Common Stock which would
                                         be in excess of the sum of the number of shares of Common Stock issuable upon the conversion
                                         of the Note with respect to which the determination of this provision is being made on
                                         a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates
                                         of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion
                                         Date.  For the purposes of the provision to the immediately preceding sentence,
                                         beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
                                         Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the
                                         foregoing, the Holder shall not be limited to aggregate conversions of 4.99% (“Conversion
                                         Limitation 1”).  The Holder shall have the authority to determine whether
                                         the restriction contained in this Section 2(b) will limit any conversion hereunder,
                                         and accordingly, the Holder may waive the conversion limitation described in this Section
                                         2(b), in whole or in part, upon and effective after 61 days prior written notice
                                         to the Company to increase or decrease such percentage to any other amount as determined
                                         by Holder in its sole discretion (“Conversion Limitation 2”).



 


		c.	Fractional
                                         Shares. The Company shall not issue any fraction of a share of Common Stock upon any
                                         conversion; if such issuance would result in the issuance of a fraction of a share of
                                         Common Stock, the Company shall round such fraction of a share of Common Stock up to
                                         the nearest whole share except in the event that rounding up would violate the conversion
                                         limitation set forth in section 2(b) above.



 


		d.	Conversion
                                         Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule
                                         144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities
                                         Act of 1933, as amended, into unrestricted shares at the Conversion Price.



 


		e.	Mechanics
                                         of Conversion. The conversion of this Note shall be conducted in the following manner:



 


		i.	Holder’s
                                         Conversion Requirements. To convert this Note into shares of Common Stock on any date
                                         set forth in the Conversion Notice by the Holder (the “Conversion Date”),
                                         the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or
                                         prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of
                                         a fully executed notice of conversion in the form attached hereto as Exhibit 1 to the
                                         Company.



 


		ii.	Company’s
                                         Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall
                                         as soon as practicable, but in no event later than one (1) Business Day after receipt
                                         of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation
                                         of receipt of such Conversion Notice to such Holder indicating that the Company will
                                         process such Conversion Notice in accordance with the terms herein. Within two (2) Business
                                         Days after the date the Conversion Notice is delivered, the Company shall have issued
                                         and electronically transferred the shares to the Broker indicated in the Conversion Notice;
                                         should the Company be unable to transfer the shares electronically, it shall, within
                                         two (2) Business Days after the date the Conversion Notice was delivered, have surrendered
                                         to an overnight courier for delivery the next day to the address as specified in the
                                         Conversion Notice, a certificate, registered in the name of the Holder, for the number
                                         of shares of Common Stock to which the Holder shall be entitled.



 






    2


     


    

 


		iii.	Record
                                         Holder. The person or persons entitled to receive the shares of Common Stock issuable
                                         upon a conversion of this Note shall be treated for all purposes as the record holder
                                         or holders of such shares of Common Stock on the Conversion Date.



 


		iv.	Timely
                                         Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond
                                         within one business day to Holder confirming the details of the Conversion, and provide
                                         within two business days the Shares requested in the Conversion Notice.



 


		v.	Liquidated
                                         Damages for Delinquent Response. If the Company fails to deliver for whatever reason
                                         (including any neglect or failure by, e.g., the Company, its counsel or the transfer
                                         agent) to Holder the Shares as requested in a Conversion Notice within three (3) business
                                         days of the Conversion Date, the Company shall be deemed in “Default of Conversion.”
                                         Beginning on the fourth (4th) business day after the date of the Conversion
                                         Notice, after the Company is deemed in Default of Conversion, there shall accrue liquidated
                                         damages (the “Conversion Damages”) of $2,000 per day for each day after the
                                         third business day until delivery of the Shares is made, and such penalty will be added
                                         to the Note being converted (under the Company’s and Holder’s expectation
                                         and understanding that any penalty amounts will tack back to the Issuance Date of the
                                         Note). The Parties agree that, at the time of drafting of this Note, the Holder’s
                                         damages as to the delinquent response are incapable or difficult to estimate and that
                                         the liquidated damages called for is a reasonable forecast of just compensation.



 


		vi.	Liquidated
                                         Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested
                                         by a Conversion Notice due to an exhaustion of authorized and issuable common stock such
                                         that the Company must increase the number of shares of authorized Common Stock before
                                         the Shares requested may be issued to the Holder, the discount set forth in the Conversion
                                         Price will be increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion
                                         Notice in question and all future Conversion Notices until the outstanding principal
                                         and interest of the Note is converted or paid in full. These liquidated damages shall
                                         not render the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in
                                         conjunction with Paragraph 2(e)(v) unless otherwise agreed to in writing by the Holder.
                                         The Parties agree that, at the time of drafting of this Note, the Holder’s damages
                                         as to the inability to issue shares are incapable or difficult to estimate and that the
                                         liquidated damages called for is a reasonable forecast of just compensation.



 


		vii.	Rescindment
                                         of Conversion Notice. If: (i) the Company fails to respond to Holder within one business
                                         day from the date of delivery of a Conversion Notice confirming the details of the Conversion,
                                         (ii) the Company fails to provide the Shares requested in the Conversion Notice within
                                         three business days from the date of the delivery of the Conversion Notice, (iii) the
                                         Holder is unable to procure a legal opinion required to have the Shares issued unrestricted
                                         and/or deposited to sell for any reason related to the Company's standing with the SEC
                                         or FINRA, or any action or inaction by the Company, (iv) the Holder is unable to deposit
                                         the Shares requested in the Conversion Notice for any reason related to the Company's
                                         standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the
                                         Holder is informed that the Company does not have the authorized and issuable Shares
                                         available to satisfy the Conversion, or (vi) if OTC Markets changes the Company's designation
                                         to 'Limited Information' (Yield), 'No Information' (Stop Sign), 'Caveat Emptor' (Skull
                                         and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign) on the
                                         day of or any day after the date of the Conversion Notice, the Holder maintains the option
                                         and sole discretion to rescind the Conversion Notice ("Rescindment") by delivering
                                         a notice of rescindment to the Company in the same manner that a Conversion Notice is
                                         required to be delivered to the Company pursuant to the terms of this Note.



 


		viii.	Transfer
                                         Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or
                                         expense to the Holder. The Company shall pay any and all Transfer Agent fees, legal fees,
                                         and advisory fees required for execution of this Note and processing of any Notice of
                                         Conversion, including but not limited to the cost of obtaining a legal opinion with regard
                                         to the Conversion. The Holder will deduct $2,000 from the principal payment of the Note
                                         solely to cover the cost of obtaining any and all legal opinions required to obtain the
                                         Shares requested in any given Conversion Notice. These fees do not make provision for
                                         or suffice to defray any legal fees incurred in collection or enforcement of the Note
                                         as described in Paragraph 13. The Holder will deduct 3rd party due diligence
                                         fees due SRS Consulting Ltd. in the amount of $5,000 from the principal payment of the
                                         Note.



 


		ix.	Conversion
                                         Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein,
                                         the Company’s obligations to deliver Common Stock shall be absolute and unconditional,
                                         irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the
                                         Holder of any obligation to the Company.



 






    3


     


    

 


		3.	Other
                                         Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale. Any
                                         recapitalization, reorganization, reclassification, consolidation, merger, sale of all
                                         or substantially all of the Company’s assets to another Person or other transaction
                                         which is effected in such a way that holders of Common Stock are entitled to receive
                                         (either directly or upon subsequent liquidation) stock, securities, cash or other assets
                                         with respect to or in exchange for Common Stock is referred to herein as “Organic
                                         Change.” Prior to the consummation of any (i) Organic Change or (ii) other Organic
                                         Change following which the Company is not a surviving entity, the Company will secure
                                         from the Person purchasing such assets or the successor resulting from such Organic Change
                                         (in each case, the “Acquiring Entity”) a written agreement (in form and substance
                                         reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note,
                                         a security of the Acquiring Entity evidenced by a written instrument substantially similar
                                         in form and substance to this Note, and reasonably satisfactory to the Holder. Prior
                                         to the consummation of any other Organic Change, the Company shall make appropriate provision
                                         (in form and substance reasonably satisfactory to the Holder) to ensure that the Holder
                                         will thereafter have the right to acquire and receive in lieu of or in addition to (as
                                         the case may be) the shares of Common Stock immediately theretofore acquirable and receivable
                                         upon the conversion of the Note, such shares of stock, securities, cash or other assets
                                         that would have been issued or payable in such Organic Change with respect to or in exchange
                                         for the number of shares of Common Stock which would have been acquirable and receivable
                                         upon the conversion of the Note as of the date of such Organic Change (without taking
                                         into account any limitations or restrictions on the convertibility of the Note set forth
                                         in Section 2(b) or otherwise). All provisions of this Note must be included to the satisfaction
                                         of Holder in any new Note created pursuant to this section.



 


		4.	Representations
                                         and Warranties of the Company. In connection with the transactions provided for herein,
                                         the Company hereby represents and warrants to the Holder the following:



 


		a.	Organization,
                                         Good Standing and Qualification. The Company is a corporation duly organized, validly
                                         existing and in good standing under the laws of the state of its incorporation and has
                                         all requisite corporate power and authority to carry on its business as now conducted.
                                         The Company is duly qualified to transact business and is in good standing in each jurisdiction
                                         in which the failure to so qualify would have a material adverse effect on its business
                                         or properties.



 


		b.	Authorization.
                                         All corporate action has been taken on the part of the Company, its officers, directors
                                         and stockholders necessary for the authorization, execution and delivery of this Agreement.
                                         The Company has taken all corporate action required to make all of the obligations of
                                         the Company reflected in the provisions of this Agreement, valid and enforceable obligations.
                                         The shares of capital stock issuable upon conversion of the Note have been authorized
                                         or will be authorized prior to the issuance of such shares.



 


		c.	Fiduciary
                                         Obligations. The Company hereby represents that it intends to use the proceeds of the
                                         Note primarily for the operations of its business and not for any personal, family, or
                                         household purpose. The Company hereby represents that its board of directors, in the
                                         exercise of its fiduciary duty, has approved the execution of this Agreement based upon
                                         a reasonable belief that the proceeds of the Note provided for herein is appropriate
                                         for the Company after reasonable inquiry concerning its financial objectives and financial
                                         situation.



 


		d.	Data
                                         Request Form. The Company hereby represents and warrants to Holder that all of the information
                                         furnished to Holder pursuant to the data request form (“DRF”) dated May 5,
                                         2017 is true and correct in all material respects as of the date hereof.



 


		5.	Covenants
                                         of the Company.



 


		a.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent pay, declare or set apart for such payment
                                         any dividend or other distribution (whether in cash, property, or other securities) on
                                         shares of capital stock solely in the form of additional shares of Common Stock



 


		b.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent redeem, repurchase, or otherwise acquire
                                         (whether for cash or in exchange for property or other securities) in any one transaction
                                         or series of transactions any shares of capital stock of the Company or any warrants,
                                         rights, or options to acquire any such shares.



 


		c.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent incur any liability for borrowed money,
                                         except (a) borrowings in existence as of this date and of which the Company has informed
                                         the Holder in writing before the date hereof or (b) indebtedness to trade creditors or
                                         financial institutions incurred in the ordinary course of business.



 


		d.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent sell, lease, or otherwise dispose of
                                         a significant portion of its assets outside the ordinary course of business. Any consent
                                         to the disposition of any assets may be conditioned upon a specified use of the proceeds
                                         thereof.



 






    4


     


    

 


		6.	Issuance
                                         of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall
                                         issue any securities convertible into or exchangeable for, directly or indirectly, Common
                                         Stock (“Convertible Securities”), other than the Note, or any rights or warrants
                                         or options to purchase any such Common Stock or Convertible Securities, shall be issued
                                         or sold (collectively, the “Common Stock Equivalents”) and the aggregate
                                         of the price per share for which additional Shares of Common Stock may be issuable thereafter
                                         pursuant to such Common Stock Equivalent, plus the consideration received by the Company
                                         for issuance of such Common Stock Equivalent divided by the number of shares of Common
                                         Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common
                                         Share Price”) shall be less than the applicable Conversion Price then in effect,
                                         or if, after any such issuance of Common Stock Equivalents, the price per share for which
                                         additional Shares of Common Stock may be issuable thereafter is amended or adjusted,
                                         and such price as so amended shall make the Aggregate Per Share Common Price be less
                                         than the applicable Conversion Price in effect at the time of such amendment or adjustment,
                                         then the applicable Conversion Price upon each such issuance or amendment shall be reduced
                                         to the lower of: (i) the Conversion Price; or (ii) a twenty-five percent (25%) discount
                                         to the lowest Aggregate Per Common Share Price (whether or not such Common Stock Equivalents
                                         are actually then exercisable, convertible or exchangeable in whole or in part) as of
                                         the earlier of (A) the date on which the Company shall enter into a firm contract for
                                         the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such
                                         Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made
                                         under this Section 6 upon the issuance of any Convertible Security which is outstanding
                                         on the day immediately preceding the Issuance Date.



 


		7.	Reservation
                                         of Shares. The Company shall at all times, so long as any principal amount of the Note
                                         is outstanding, reserve and keep available out of its authorized and unissued shares
                                         of Common Stock, solely for the purpose of effecting the conversion of the Note, eight
                                         times the number of shares of Common Stock as shall at all times be sufficient to effect
                                         the conversion of all of the principal amount, plus Interest and Default Interest, if
                                         any, of the Note then outstanding (“Share Reserve”), unless the Holder stipulates
                                         otherwise in the “Irrevocable Letter of Instructions to the Transfer Agent.”
                                         So long as this Note is outstanding, upon written request of the Holder or via telephonic
                                         communication, the Company’s Transfer Agent shall furnish to the Holder the then-current
                                         number of common shares issued and outstanding, the then-current number of common shares
                                         authorized, the then-current number of unrestricted shares, and the then-current number
                                         of shares reserved for third parties.



 


		8.	Voting
                                         Rights. The Holder of this Note shall have no voting rights as a note holder, except
                                         as required by law, however, upon the conversion of any portion of this Note into Common
                                         Stock, Holder shall have the same voting rights as all other Common Stock holders with
                                         respect to such shares of Common Stock then owned by Holder.



 


		9.	Reissuance
                                         of Note. In the event of a conversion or redemption pursuant to this Note of less than
                                         all of the Conversion Amount represented by this Note, the Company shall promptly cause
                                         to be issued and delivered to the Holder, upon tender by the Holder of the Note converted
                                         or redeemed, a new note of like tenor representing the remaining principal amount of
                                         this Note which has not been so converted or redeemed and which is in substantially the
                                         same form as this Note, as set forth above.



 


		10.	Default
                                         and Remedies.



 


		a.	Event
                                         of Default. For purposes of this Note, an “Event of Default” shall occur
                                         upon:



 


		i.	the
                                         Company’s default in the payment of the outstanding principal, Interest or Default
                                         Interest of this Note when due, whether at Maturity, acceleration or otherwise;



 


		ii.	the
                                         occurrence of a Default of Conversion as set forth in Section 2(e)(v);



 


		iii.	the
                                         failure by the Company for ten (10) days after notice to it to comply with any material
                                         provision of this Note not included in this Section 10(a);



 


		iv.	the
                                         Company’s breach of any covenants, warranties, or representations made by the Company
                                         herein;



 


		v.	any
                                         of the information in the DRF is false or misleading in any material respect;



 


		vi.	the
                                         default by the Company in any Other Agreement entered into by and between the Company
                                         and Holder, for purposes hereof “Other Agreement” shall mean, collectively,
                                         all agreements and instruments between, among or by: (1) the Company, and, or for the
                                         benefit of, (2) the Holder and any affiliate of the Holder, including without limitation,
                                         promissory notes;



 


		vii.	the
                                         cessation of operations of the Company or a material subsidiary;



 


		viii.	the
                                         Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary
                                         case; (b) consents to the entry of an order for relief against it in an involuntary case;
                                         (c) consents to the appointment of a Custodian of it or for all or substantially all
                                         of its property; (d) makes a general assignment for the benefit of its creditors; or
                                         (e) admits in writing that it is generally unable to pay its debts as the same become
                                         due;



 






    5


     


    

 





		ix.	court
                                         of competent jurisdiction entering an order or decree under any Bankruptcy Law that:
                                         (a) is for relief against the Company in an involuntary case; (b) appoints a Custodian
                                         of the Company or for all or substantially all of its property; or (c) orders the liquidation
                                         of the Company or any subsidiary, and the order or decree remains unstayed and in effect
                                         for thirty (30) days;



 


		x.	the
                                         Company files a Form 15 with the SEC;



 


		xi.	the
                                         Company’s failure to timely file all reports required to be filed by it with the
                                         Securities and Exchange Commission;



 


		xii.	the
                                         Company’s failure to timely file all reports required to be filed by it with OTC
                                         Markets to remain a “Current Information” designated company;



 


		xiii.	the
                                         Company sells securities after the Issuance Date that do not have a fixed conversion
                                         price;



 


		xiv.	the
                                         Company’s Common Stock is reported as “No Inside” by OTC Markets at
                                         any time while any principal, Interest or Default Interest under the Note remains outstanding;



 


		xv.	the
                                         Company’s failure to maintain the required Share Reserve pursuant to the terms
                                         of the Irrevocable Letter of Instructions to the Transfer Agent;



 


		xvi.	the
                                         Company directs its transfer agent not to transfer, or delays, impairs, or hinders its
                                         transfer agent in transferring or issuing (electronically or in certificated form) any
                                         certificate for Shares of Common Stock to be issued to the Holder upon conversion of
                                         or otherwise pursuant to this Note as and when required by this Note, or fails to remove
                                         (or directs its transfer agent not to remove or impairs, delays and/or hinders its transfer
                                         agent from removing) any restrictive legend (or to withdraw and stop transfer instructions)
                                         on any certificate for any Shares of Common Stock issued to the Holder upon conversion
                                         of or otherwise pursuant to this Note as and when required by this Note (or makes any
                                         written announcement, statement or threat that it does not intend to honor its obligations
                                         pursuant to a Conversion Notice submitted by the Holder) and any such failure shall continue
                                         uncured for three (3) Business Days after the Conversion Notice has been delivered to
                                         the Company by Holder;



 


		xvii.	the
                                         Company’s failure to remain current in its billing obligations with its transfer
                                         agent and such delinquency causes the transfer agent to refuse to issue Shares to Holder
                                         pursuant to a Conversion Notice;



 


		xviii.	the
                                         Company effectuates a reverse split of its Common Stock and fails to provide twenty (20)
                                         days prior written notice to Holder of its intention to do so; or



 


		xix.	OTC
                                         Markets changes the Company's designation to 'No Information' (Stop Sign), 'Caveat Emptor'
                                         (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign).



 


		xx.	"Change
                                         of Control Transaction" means the occurrence after the date hereof of any of (a)
                                         an acquisition after the date hereof by an individual or legal entity or "group"
                                         (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934)
                                         of effective control (whether through legal or beneficial ownership of capital stock
                                         of the Company, by contract or otherwise) of in excess of 40% of the voting securities
                                         of the Company, (b) the Company merges into or consolidates with any other Person, as
                                         that term is defined in the Securities Act of 1933, as amended, or any Person merges
                                         into or consolidates with the Company and, after giving effect to such transaction, the
                                         stockholders of the Company immediately prior to such transaction own less than 60% of
                                         the aggregate voting power of the Company or the successor entity of such transaction,
                                         (c) the Company sells or transfers all or substantially all of its assets to another
                                         Person and the stockholders of the Company immediately prior to such transaction own
                                         less than 60% of the aggregate voting power of the acquiring entity immediately after
                                         the transaction, (d) a replacement at one time or within a three year period of more
                                         than one-half of the members of the Board of Directors which is not approved by a majority
                                         of those individuals who are members of the Board of Directors on the Issuance Date (or
                                         by those individuals who are serving as members of the Board of Directors on any date
                                         whose nomination to the Board of Directors was approved by a majority of the members
                                         of the Board of Directors who are members on the date hereof), or (e) the execution by
                                         the Company of an agreement to which the Company  is a party or by which it is bound.



 


		xxi.	Altering
                                         the conversion terms of any notes that are currently outstanding.



 


The
Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 






    6


     


    

 





		b.	Remedies.
                                         If an Event of Default occurs, the Holder may in its sole discretion determine to request
                                         immediate repayment of all or any portion of the Note that remains outstanding; at such
                                         time the Company will be required to pay the Holder the Default Amount (defined herein)
                                         in cash. For purposes hereof, the “Default Amount” shall mean: the product
                                         of (A) the then outstanding principal amount of the Note, plus accrued Interest and Default
                                         Interest, divided by (B) the Conversion Price as determined on the Issuance Date, multiplied
                                         by (C) the highest price at which the Common Stock traded at any time between the Issuance
                                         Date and the date of the Event of Default. If the Company fails to pay the Default Amount
                                         within five (5) Business Days of written notice that such amount is due and payable,
                                         then Holder shall have the right at any time, so long as the Company remains in default
                                         (and so long and to the extent there are a sufficient number of authorized but unissued
                                         shares), to require the Company, upon written notice, to immediately issue, in lieu of
                                         the Default Amount, the number of shares of Common Stock of the Company equal to the
                                         Default Amount divided by the Conversion Price then in effect.


 





		11.	Vote
                                         to Change the Terms of this Note. This Note and any provision hereof may only be amended
                                         by an instrument in writing signed by the Company and the Holder.



 


		12.	Lost
                                         or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of
                                         the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft
                                         or destruction, of an indemnification undertaking by the Holder to the Company in a form
                                         reasonably acceptable to the Company and, in the case of mutilation, upon surrender and
                                         cancellation of the Note, the Company shall execute and deliver a new Note of like tenor
                                         and date and in substantially the same form as this Note; provided, however, the Company
                                         shall not be obligated to re-issue a Note if the Holder contemporaneously requests the
                                         Company to convert such remaining principal amount, plus accrued Interest and Default
                                         Interest, if any, into Common Stock.



 


		13.	Payment
                                         of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands
                                         of an attorney for collection or enforcement or is collected or enforced through any
                                         legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note
                                         in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’
                                         rights and involving a claim under this Note, then the Company shall pay to the Holder
                                         all reasonable attorneys’ fees, costs and expenses incurred in connection therewith,
                                         in addition to all other amounts due hereunder.



 


		14.	Cancellation.
                                         After all principal, accrued Interest and Default Interest, if any, at any time owed
                                         on this Note has been paid in full or otherwise converted in full, this Note shall automatically
                                         be deemed canceled, shall be surrendered to the Company for cancellation and shall not
                                         be reissued.



 


		15.	Waiver
                                         of Notice. To the extent permitted by law, the Company hereby waives demand, notice,
                                         protest and all other demands and notices in connection with the delivery, acceptance,
                                         performance, default or enforcement of this Note.



 


		16.	Governing
                                         Law. This Note shall be construed and enforced in accordance with, and all questions
                                         concerning the construction, validity, interpretation and performance of this Note shall
                                         be governed by, the laws of the State of Texas, without giving effect to provisions thereof
                                         regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive
                                         jurisdiction of the state and federal courts sitting in Texas for the adjudication of
                                         any dispute hereunder or in connection herewith or with any transaction contemplated
                                         hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
                                         any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
                                         of any such court, that such suit, action or proceeding is brought in an inconvenient
                                         forum or that the venue of such suit, action or proceeding is improper. Each party hereby
                                         irrevocably waives personal service of process and consents to process being served in
                                         any such suit, action or proceeding by sending, through certified mail or overnight courier,
                                         a copy thereof to such party at the address for such notices to it under this Agreement
                                         and agrees that such service shall constitute good and sufficient service of process
                                         and notice thereof. Nothing contained herein shall be deemed to limit in any way any
                                         right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
                                         WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
                                         OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
                                         ANY TRANSACTION CONTEMPLATED HEREBY.



 


		17.	Remedies,
                                         Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided
                                         in this Note shall be cumulative and in addition to all other remedies available under
                                         this Note, at law or in equity (including a decree of specific performance and/or other
                                         injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance
                                         with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s
                                         right to pursue actual damages for any failure by the Company to comply with the terms
                                         of this Note. The Company covenants to the Holder that there shall be no characterization
                                         concerning this instrument other than as expressly provided herein. Amounts set forth
                                         or provided for herein with respect to payments, conversion and the like (and the computation
                                         thereof) shall be the amounts to be received by the Holder thereof and shall not, except
                                         as expressly provided herein, be subject to any other obligation of the Company (or the
                                         performance thereof).



 


		18.	Specific
                                         Shall Not Limit General; Construction. No specific provision contained in this Note shall
                                         limit or modify any more general provision contained herein. This Note shall be deemed
                                         to be jointly drafted by the Company and the Holder and shall not be construed against
                                         any person as the drafter hereof.



 






    7


     


    

 





		19.	Failure
                                         or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise
                                         of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
                                         any single or partial exercise of any such power, right or privilege preclude further
                                         exercise thereof or of any other right, power or privilege.



 


		20.	Partial
                                         Payment. In the event of partial payment by the Holder, the principal sum due to the
                                         Holder shall be prorated based on the consideration actually paid by the Holder such
                                         that the Company is only required to repay the amount funded and the Company is not required
                                         to repay any unfunded portion of this Note, with the exception of any OID contemplated
                                         herein. 



 





		21.	Entire
                                         Agreement. This Agreement constitutes the full and entire understanding and agreement
                                         between the parties with regard to the subjects herein. None of the terms of this Agreement
                                         can be waived or modified, except by an express agreement signed by all Parties hereto.



 


		22.	Additional
                                         Representations and Warranties. The Company expressly acknowledges that the Holder, including
                                         but not limited to its officer, directors, employees, agents, and affiliates, have not
                                         made any representation or warranty to it outside the terms of this Agreement. The Company
                                         further acknowledges that there have been no representations or warranties about future
                                         financing or subsequent transactions between the parties.



 


		23.	Notices.
                                         All notices and other communications given or made to the Company pursuant hereto shall
                                         be in writing (including facsimile or similar electronic transmissions) and shall be
                                         deemed effectively given:  (i) upon personal delivery, (ii) when sent by electronic
                                         mail or facsimile, as deemed received by the close of business on the date sent, (iii)
                                         five (5) days after having been sent by registered or certified mail, return receipt
                                         requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized
                                         overnight courier, specifying next day delivery.  All communications shall be sent
                                         either by email, or fax, or to the email address or facsimile number set forth on the
                                         signature page hereto. The physical address, email address, and phone number provided
                                         on the signature page hereto shall be considered valid pursuant to the above stipulations;
                                         should the Company’s contact information change from that listed on the signature
                                         page, it is incumbent on the Company to inform the Holder.



 


		24.	Severability.
                                         If one or more provisions of this Agreement are held to be unenforceable under applicable
                                         law, such provision shall be excluded from this Agreement and the rest of the Agreement
                                         shall be enforceable in accordance with its terms.



 


		25.	Usury.
                                         If it shall be found that any interest or other amount deemed interest due hereunder
                                         violates the applicable law governing usury, the applicable rate of interest due hereunder
                                         shall automatically be lowered to equal the maximum rate of interest permitted under
                                         applicable law. The Company covenants (to the extent that it may lawfully do so) that
                                         it will not seek to claim or take advantage of any law that would prohibit or forgive
                                         the Company from paying all or a portion of the principal, Interest or Default Interest
                                         on this Note.



 


		26.	Successors
                                         and Assigns. This Agreement shall be binding upon all successors and assigns hereto.



 


—
SIGNATURE PAGE TO FOLLOW —


 






    8


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date. 


 


COMPANY 


 


Signature:
/s/ Jan Telander


 


	By:	 	 
	Title:	 	 







 


JSJ
Investments Inc.


 


Signature:
/s/ Sameer Hirji


 


Sameer
Hirji, President

JSJ Investments Inc. 


10830
North Central Expressway, Suite 152 


Dallas
TX 75231 


888-503-2599


 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the
Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice,
SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING
THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the
date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated
in the Conversion Notice; should the Company be unable to transfer the shares electronically, they shall, within two (2) Business
Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which
the Holder shall be entitled.”


 


Signature:


 


	 	 



Jan
Telander 


CEO 


ProGreen
US, Inc.


 


 


9