EXHIBIT
10.69


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


US
$78,750.00 


 


PROGREEN
US, INC.


8%
CONVERTIBLE REDEEMABLE NOTE


DUE
MARCH 12, 2019


 


FOR
VALUE RECEIVED, ProGreen US, Inc. (the “Company”) promises to pay to the order of Adar Bays, LLC and its authorized
successors and permitted assigns (“Holder”), the aggregate principal face amount of Seventy Eight Thousand
Seven Hundred Fifty Dollars (U.S. $78,750.00) on March 14, 2019 (“Maturity Date”) and to pay interest on the
principal amount outstanding hereunder at the rate of 8% per annum commencing on the date funds are received (“Issue Date”).
The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami
Beach, FL 33140, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder
hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or
on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire
transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or
wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for
principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein.


 




    	 



    	 



    

 


This
Note is subject to the following additional provisions:


 


1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange,
except that Holder shall pay any tax or other governmental charges payable in connection therewith.


 


2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable
laws.


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended
(“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be
treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all
other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by
notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a)
hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is
required to give the Company written confirmation that this Note is being converted (“Notice of
Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of
such Notice of Conversion shall be the Conversion Date.


 


4.
(a) The Holder of this Note shall have the right from time to time, and at any time during the period beginning on the
date which is one hundred eighty (180) days following the Issue Date of this Note to convert all or any amount of the
principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common
Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 58% of
the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTC Market
exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future
(“Exchange”), for the fifteen prior trading days including the day upon which a
Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic
method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the
Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the
Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common
Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid
interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion
Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to
solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to
honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on
its shares, the conversion price shall be decreased to 45% instead of 58% while that “Chill” is in effect. In
no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of
the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).


 




    	 



    	 



    

 


(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by
the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the
Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest
Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date
of such notice.


 


(c)
The Note may be prepaid with the following penalties:


 


	Prepayment Period	 	Prepayment Percentage	 
	1. The period beginning on the Issue Date and ending one hundred fifty (150) days following the Issue Date	 	 	120	%
	 	 	 	 	 
	2. The period beginning on the date that is one hundred fifty-one (151) days from the Issue Date and ending one hundred eighty (180) days following the Issue Date	 	 	125	%



 


This
Note may not be prepaid after 180 days. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void.


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any
person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change
or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and
(iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem
this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the
election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued
but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)
In case of any Sale Event (not to include a sale of all or substantially all of the
Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this
Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could
have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to
such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor
person or entity acting in good faith.


 




    	 



    	 



    

 


5.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.
The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts
called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing
hereto.


 


7.
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be
incurred by the Holder in collecting any amount due under this Note.


 


8.
If one or more of the following described “Events of Default” shall occur:


 


(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the
Company; or


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written
statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of
this Note, or the Securities Purchase Agreement under which this note was issued, shall be false or misleading in any
material respect; or


 


(c)
The Company shall fail to perform or observe, in any material respect, any covenant, term, provision, condition, agreement or
obligation of the Company under this Note; or


 


(d)
The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3)
make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the
appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a
petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for
bankruptcy relief, all under federal or state laws as applicable; or


 


(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business
without its consent and shall not be discharged within sixty (60) days after such appointment; or


 




    	 



    	 



    

 


(f)
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars
($100,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days
prior to the date of any proposed sale thereunder; or


 


(h)
[Reserved]


 


(i)
The Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock
trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to
file its 1934 Act quarterly and annual reports with the SEC;


 


(j)
If a change of control occurs in the membership of the Board of Directors of the Company;


 


(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within
3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which
supports the removal of a restrictive legend; or


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business
days of the request of the Holder.


 


(m)
The Company shall not be “current” in its filings of Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K with the Securities and Exchange Commission; or


 


(n)
The Company shall cause to lose the “bid” price for its stock in a market
(including the OTC marketplace or other exchange).


 


Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without
presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or
any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24%
per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event of a breach of Section 8(k) the parties agree that damages shall be difficult to determine and agree on liquidated
damages in the amount of $250 per day the shares are not issued beginning on the 4th day after the conversion notice
was delivered to the Company. The agreed liquidated damages shall increase to $500 per day beginning on the 10th day.
In the event of a breach of Section 8(n), the parties agree that damages shall be difficult to determine and hereby agree to an
increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the
parties agree that damages will be difficult to determine and agree that the outstanding principal due under this Note shall increase
by 50% as a liquidated damages payment. If this Note is not paid at maturity, the outstanding principal due under this Note shall
increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then
the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion.
For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50%
the Holder may elect to convert future conversions at $0.005 per share.


 




    	 



    	 



    

 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable
to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure
to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.


 


9.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


10.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument
signed by the Company and the Holder.


 


11.
The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if
it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form
10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to
either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from
Holder’s counsel.


 




    	 



    	 



    

 


12.
The Company shall issue irrevocable transfer agent instructions reserving 36,713,000 shares of its Common Stock for
conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the
Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the
share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion
Price. The company should at all times reserve a minimum of five times the amount of shares required if the note would be
fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will
instruct its transfer agent to provide the outstanding share information to the Holder in connection with its
conversions.


 


13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock
splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed
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 or interest on this Note.


 


15.
This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly
to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The
Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of
the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in
counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an
original.


 




    	 



    	 



    

 


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


 


Dated:
March 14, 2018


 


	 	PROGREEN
    US, INC.
	 	 	 
	 	By:	/s/
Akio Ariura
	 	Title:	Manager


 




    	 



    	 



    

 


EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of ProGreen
US, Inc (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion: ____________________________________________________________


Applicable
Conversion Price: _____________________________________________________


Signature: ___________________________________________________________________


[Print
Name of Holder and Title of Signer]


Address:
____________________________________________________________________


 ____________________________________________________________________


 


SSN
or EIN: ___________________________


Shares
are to be registered in the following name: _______________________________________________________


 


Name: _______________________________________________________________________


Address:
_____________________________________________________________________


Tel: _________________________________


Fax: _________________________________


SSN
or EIN: ___________________________


 


Shares
are to be sent or delivered to the following account:


 


Account
Name: ________________________________________________________________


Address: _____________________________________________________________________