EXHIBIT
10.42


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2017, between Progreen US, Inc. a Delaware
corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors
and assigns, the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to
the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this
Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


  


ARTICLE
I.


DEFINITIONS


 


1.1.    Definitions.  In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the
meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediary, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Debentures pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Debentures have been satisfied or waived.


 


“Closing
Statement” means the Closing Statement in the form Annex A attached hereto.


 


“Commission”
means the United States Securities and Exchange Commission.


 






    	 		 



     


    

 


“Common
Stock” means the common stock of the Company, par value$.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed into.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive Common Stock.


 


“Company”
means Progreen US, Inc


 


“Company
Counsel” means Michael Paige Law, PLLC


 


“Conversion
Price” shall have the meaning ascribed to such term in the Debentures.


 


“Debentures”
means the Original Issue Discount Convertible Debentures due, subject to the terms therein, twelve months from the Closing Date,
issued by the Company to the Purchaser hereunder, in the form of Exhibit A attached hereto.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(gg).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits”shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate”shall have the meaning ascribed to such term in Section 5.17.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 






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“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of the Debentures
(including Underlying Shares issuable as payment of interest on the Debentures), ignoring any conversion or exercise limits set
forth therein multiplied by three.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Debentures, the Underlying Shares and the Common Stock issued to the Purchaser pursuant to this Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


 


“Subscription
Amount” means the aggregate amount to be paid for the Debentures purchased hereunder as specified below the Purchaser's
name on the signature page of this Agreement and next to the heading ”Subscription Amount,” in United States dollars
and in immediately available funds.


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of
such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity,
the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the
Company.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange, or the OTCQB maintained by the OTC Markets Group, Inc.


 






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“Transaction
Documents” means this Agreement, the Debentures, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Interwest Transfer Company, Inc. (telephone number of (801) 272-9294) and any successor transfer agent of
the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures and issued
and issuable in lieu of the cash payment of interest on the Debentures in accordance with the terms of the Debentures.


 


 ”VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the Common Stock is not quoted on a Trading Market
but is quoted on the OTC Pink , the most recent bid price per share of the Common Stock for such date (or the nearest preceding
date) on the OTC Pink as then listed or quoted for trading by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), or (c) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


  


ARTICLE II.


PURCHASE AND SALE


 


2.1    Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, for a purchase
price of an aggregate of up to $200,000, an aggregate of up to $210,000 in principal amount of the Notes. The Notes will be funded
as follows:


 


	Funding
    Schedule	 	Amount
    of Note	 	 	Purchase
    Price (5% Original Issue Discount)	 
	On
    the date of this Agreement	 	$	105,000	 	 	$	100,000	 
	(i)
    Provided there has not been a Material Adverse Effect;	 	 	 	 	 	 	 	 
	

    (ii) provided the Company is not in breach of this Agreement or the Debenture; and	 	 	 	 	 	 	 	 
	(iii)
    upon request by the Company which request shall be no earlier than 30 days after the date hereof and no later than 45 days
    from the date hereof (the “Subsequent Funding”)	 	$	105,000	 	 	$	100,000	 


 



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The Purchaser shall deliver
to the Company, via wire transfer, immediately available funds equal to its Subscription Amount and the Company shall deliver to
the Purchaser its Note, as set forth in Section 2.2, and the Company and the Purchaser shall deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the initial Closing
shall occur at the offices of Bellridge Capital, LP. or such other location as the parties shall mutually agree. In the event that
there is a Material Adverse Effect or the Company is in breach of this Agreement or the Debenture the Purchaser will not be required
to make the Subsequent Funding. For avoidance of doubt the Purchaser will not obligated to make the Subsequent Funding if there
is a Material Adverse Effect, the Company is in breach or default of this Agreement or the Debenture or it is more than 45 days
from the date hereof.


 


2.2    Deliveries.


 


(a)    On or
prior to the initial Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)    
this Agreement duly executed by the Company;


 


(ii)    an
originally executed Note registered in the name of Purchaser in the principal amount of $105,000; an opinion letter from Company
Counsel in a form that is reasonably acceptable to the Purchaser; and


 


(iii)   an
irrevocable transfer agent letter to reserve the amount of shares issuable upon conversion of the Debenture which letter shall
be in a form reasonably acceptable to the Purchaser


  


(b)   On or
prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)    
this
Agreement duly executed by such Purchaser; and


 


(ii)    $100,000
representing the purchase subject to the closing by wire transfer pursuant to the wire instructions provided by the Company to
the Purchaser.


 


(c)   On the
subsequent Closing Date (if any) the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)     a
certificate duly executed by the Company’s chief executive officer in a form that is acceptable to the Purchaser.


 


(d)    On
each subsequent Closing Date, the Purchaser shall deliver (by wire transfer pursuant to wire instructions provided by the Company
to the Purchaser) to the applicable purchase price for the amount of the Note being funded according to the schedule above.


 



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2.3       Closing
Conditions.


 


(a)    The
obligations of the Company hereunder in connection with the closing are subject to the following conditions being met:


 


(i)     the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Purchaser contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)    all
obligations, covenants and agreements of Purchaser required to be performed at or prior to a Closing Date shall have been performed;
and


 


(iii)   the
delivery by Purchaser of the items set forth in Section 2.2 of this Agreement.


 


(b)    The
obligation of the Purchaser hereunder in connection with the closing are subject to the following conditions being met:


 


(i)     the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)    all
obligations, covenants and agreements of the Company required to be performed at or prior to an applicable Closing Date shall have
been performed;


 


(iii)   the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)   there
shall have been no Material Adverse Effect with respect to the Company since the date hereof and the Company shall not be in breach
of any Transaction Document; and


 


(v)    from
the date hereof to a Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s
principal Trading Market, and, at any time prior to a Closing Date, trading in securities generally as reported by Bloomberg L.P.
shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at on the Closing Date.


 



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ARTICLE III.


REPRESENTATIONS AND
WARRANTIES


 


3.1      Representations
and Warranties of the Company.  Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained
in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties
to each Purchaser:


 


(a)     Subsidiaries. 
The Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary, in the amounts set forth
on Schedule 3.1(a), free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. 
If the Company has no Subsidiaries, all other references to the Subsidiaries in the Transaction Documents shall be disregarded.


 


(b)   Organization
and Qualification.  The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents.  Each of the Company and the Subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any
of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c)    Authorization;
Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The
execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required
by the Company, the Board of Directors or the Company's stockholders in connection therewith other than in connection with the
Required Approvals.  Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or
other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 



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(d)    No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents and the consummation by
it to which it is a party of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate
any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or
charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or
give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)
of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or
affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.


 


(e)    Filings,
Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or
other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:
(i) the filings required pursuant to Section 4.6 and (ii) the filing of Form D with the Commission and such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)    Issuance
of the Securities.  The issuance of the Debentures being issued pursuant to this Agreement have been duly authorized and,
when issued and paid for in accordance with the applicable Transaction Documents, and have been duly and validly issued, fully
paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in
the Transaction Documents.  The Underlying Shares, when issued in accordance with the terms of the Transaction Documents,
will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.  The Company has reserved the Required Minimum for issuance of the
Underlying Shares.


 


(g)    Capitalization. 
Except as provided in Schedule 3.1(g), the capitalization of the Company immediately prior to Closing is, in all material
respects, as set forth in the SEC Reports. Except as provided in Schedule 3.1(g), no Person has (i) any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the
Transaction Documents except for such, if any, as will have been validly waived before the Closing and (ii) except pursuant to
the operation of agreements filed as exhibits to or disclosed in the SEC Reports before the date of this Agreement, the issuance
and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other
than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further
approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. 
Except as filed as exhibits to the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company's stockholders.


 



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(h)    SEC
Reports; Financial Statements. The Company has filed all quarterly reports on Form 10-Q and all annual reports on Form
10-K required to be filed by the Company under Section 13 or 15(d) of the Exchange Act for the two years preceding the date hereof
(or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, in addition
to all schedules, forms, statements and other documents filed with the Commission for the two years preceding the date hereof,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension.  As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements
have been prepared in accordance with generally accepted accounting principles (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i)     Material
Changes.  Except as provided in Schedule 3.1(i), since the date of the latest financial statements included
in the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to
result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A)
trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders (except for distributions to the holder of the Company’s Series B Preferred
Stock) or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company
has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive
plan. The Company does not have pending before the Commission any request for confidential treatment of information. 


 


(j)     Litigation. There
is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. 
There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop
order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.


 






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(k)     Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator
or governmental body or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment,
except in each of the foregoing cases as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(l)   Regulatory
Permits.  The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure
to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of
any Material Permit.


 


(m)    
Title to Assets.  The Company and the Subsidiaries have good and marketable title in fee simple to all real property
and good and marketable title in all personal property owned by it that, in each case, is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Company’s SEC Reports as
do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which
is neither delinquent nor subject to penalties in any material respect. Any real property and facilities held under lease by the
Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance.


 


(n)    
Patents and Trademarks.  To the Company's knowledge (without having conducted any independent investigation): (i) the
Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights as described in the SEC Reports as necessary or material for use in connection with their respective businesses and which
the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”); (ii) neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of the Intellectual Property Rights violates or infringes upon the rights of any Person; (iii) all such Intellectual Property Rights
are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights, except where
the failure to be so enforceable or for such infringements as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and (iv) the Company and its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(o)    Transactions
with Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the Company
and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess
of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred
on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the
Company.


 


(p)     Environmental
Laws.  The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and
local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all
terms and conditions of any such permit, license or approval, except in each of the above cases where noncompliance could not be
reasonably expected to have a Material Adverse Effect. 


 


(q)     Sarbanes-Oxley;
Internal Accounting Controls.  Except as set forth in the SEC Reports, the Company is in material compliance with all
provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date.   The Company's certifying
officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered
by the Company's most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). 
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. 
Since the Evaluation Date, there have been no changes in the Company's internal control over financial reporting (as such term
is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


 


(r)    
Certain Fees.  No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents.  The Purchaser shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(s)      Private
Placement.  Assuming the accuracy of the Purchaser's representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Debentures by the Company to the Purchaser as contemplated hereby.
The issuance and sale of the Debentures hereunder does not contravene the rules and regulations of the Trading Market.


 






    	 	11	 



     


    

 


(t)     Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.  The Company shall conduct its business in a manner so that it will not become subject to the Investment Company
Act of 1940, as amended.


 


(u)     Registration
Rights.  No Person has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company, except as disclosed in the Company’s SEC Reports.


 


(v)    Listing
and Maintenance Requirements.  The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration.  The Company has not, in the 12 months preceding the date hereof, received notice from any
Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not
in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(w)     Disclosure. 
Except with respect to (i) the material terms and conditions of the transactions contemplated by the Transaction Documents and
(ii) information given to the Investor, if any, which the Company hereby confirms will not constitute material non-public information
six months from the date hereof, the Company confirms that neither it nor any other Person acting on its behalf has provided the
Purchaser or their agents or counsel with any information that it believes constitutes or might constitute material, nonpublic
information.  The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting
transactions in securities of the Company.  All disclosure furnished in writing by or on behalf of the Company to the Purchaser
regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement,
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.


 


The Company acknowledges
and agrees that the Purchaser has not made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3.2 hereof.


 






    	 	12	 



     


    

 


(x)    
No Integrated Offering. Assuming the accuracy of the Purchaser's representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the
registration of any such securities under the Securities Act.


 


(y)  
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income
and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency
which has been asserted or threatened against the Company or any Subsidiary.


 


(z) 
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the
Securities by any form of general solicitation or general advertising.  The Company has offered the Securities for sale only
to the Purchaser.


 


(aa)  
No Disagreements with Accountants and Lawyers; Outstanding SEC Comments.  There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is or immediately after the Closing Date will be current with respect to any fees owed
to its accountants which could affect the Company's ability to perform any of its obligations under any of the Transaction Documents. 
There are no unresolved comments or inquiries received by the Company or its Affiliates from the Commission which remain unresolved
as of the date hereof.


 


(bb) 
Acknowledgment Regarding Purchaser's Purchase of Securities.  The Company acknowledges and agrees that the Purchaser
is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby.  The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by the Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Purchaser's purchase of the Securities.  The Company further
represents to the Purchaser that the Company's decision to enter into this Agreement and the other Transaction Documents has been
based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(cc)  
Disqualification.  No executive officer, member of the Board of Directors of the Company or shareholder of the Company
beneficially owning more than 10% of the Company's securities is currently subject to a Disqualifying Event. For purposes of this
Agreement, “Disqualifying Event” means any conviction, order, judgment, decree, suspension, expulsion, event or other
matter set out in Rule 506(d)(1)(i) through (viii) of Regulation D that is currently in effect or which occurred within the periods
set out in Rule 506(d)(1)(i) through (viii).


 






    	 	13	 



     


    




 


3.2   
Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants as of the date hereof
and as of the Closing Date to the Company as follows:


 



(a)     Organization;
Authority.  The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Each Transaction
Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.


 


(b)     
Own Account.  The Purchaser understands that the Securities are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its
own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser's
right to sell the Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state
securities laws) in violation of the Securities Act or any applicable state securities law.  The Purchaser is acquiring the
Securities hereunder in the ordinary course of its business.


 


(c)     Purchaser
Status.  At the time the Purchaser was offered the Debentures, it was, and as of the date hereof it is, and on each date
on which it converts any Debentures it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act.  The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange
Act.


 


(d)     Experience
of the Purchaser.  The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment.  The Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)    
General Solicitation.  The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice
or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.


 


(f)     Disqualification.
No executive officer, member of the Board of Directors of or shareholder of the Purchaser (“Purchaser Affiliates”)
is currently subject to a Disqualifying Event. For purposes of this Agreement, “Disqualifying Event” means any conviction,
order, judgment, decree, suspension, expulsion, event or other matter set out in Rule 506(d)(1)(i) through (viii) of Regulation
D that is currently in effect or which occurred within the periods set out in Rule 506(d)(1)(i) through (viii). No Purchaser Affiliate
has ever at any time been a party to or involved in litigation or an enforcement action where the Commission or the Financial
Industry Regulatory Authority was or is a party.


 






    	 	14	 



     


    

 


(g)    
Sophistication. The Purchaser is a sophisticated investor with respect to transactions similar to those reflected in
the Transaction Documents, and has reviewed and is familiar with the SEC Reports. In entering into this Agreement, the Purchaser
is not relying on any information furnished by the Company as to the its business or financial statements, nor does the Purchaser
require for evaluation or expect from the Company any further information with regard to the Company’s business or financial
statements in completing the transactions contemplated by this Agreement.


  


ARTICLE IV.


OTHER AGREEMENTS
OF THE PARTIES


 


4.1    
Transfer Restrictions.


 


(a)     The
Securities may only be disposed of in compliance with state and federal securities laws.  In connection with any transfer
of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or in connection with a pledge
as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under
the Securities Act.  As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this
Agreement, including the representations and warranties made by each Purchaser herein, and shall have the rights of a Purchaser
under this Agreement.


 


(b)    The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


[NEITHER] THIS SECURITY
[NOR THE SECURITIES INTO WHICH THIS SECURITY IS  [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 
THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges
and agrees that the Purchaser may from time to time grant a security interest in some or all of the Securities to a financial institution
that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees in writing with
the Company to be bound by the provisions of this Agreement and, if required under the terms of such arrangement and subject to
compliance with applicable federal and state securities laws, the Purchaser may transfer secured Securities to the secured parties. 
Absent special circumstances, such a transfer would not be subject to approval of the Company and no legal opinion of legal counsel
of the secured party shall be required in connection therewith.  At the Purchaser's expense, the Company will execute and
deliver such reasonable documentation as a secured party of Securities may reasonably request in connection with a pledge or transfer
of the Securities.


 






    	 	15	 



     


    

 


(c)     Certificates
evidencing the Underlying Shares (or, if Underlying Shares are issued in uncertificated form, comparable share notices) shall
not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering
the resale of such security is effective under the Securities Act, or (ii) following any sale of such Underlying Shares pursuant
to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume
or manner-of-sale restrictions, or (iv) if such legend is not otherwise required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission), as reasonably determined by
the Company. Upon the Purchaser's request in connection with a proposed sale of Underlying Shares pursuant to Rule 144 and if
the Company reasonably determines it is so required, upon receipt of customary documentation from Purchaser's broker (if the Underlying
Shares are sold in brokers transactions), the Company shall, at its own cost and effort, retain legal counsel to provide an opinion
letter to the Company's transfer agent opining that the Underlying Shares may be resold without registration under the Securities
Act, pursuant to Rule 144, promulgated thereunder, so long as the requirements of Rule 144 are met for any Underlying Shares to
be resold thereunder.  The Company shall arrange for any such opinion letter to be provided not later than two (2) business
days after the date of delivery to and receipt by the Company of a written request by the Purchaser together with (if required
in order to render the opinion) any broker's representation letter of other customary documentation reasonably requested by the
Company evidencing compliance with Rule 144 (the “Legend Removal Date”).


 


(d)      The
Purchaser agrees that the Purchaser will sell any Securities only pursuant to either an exemption from registration or a registration
statement under the Securities Act, including any applicable prospectus delivery requirements, and that if Securities are sold
pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges
that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated
upon the Company's reliance upon this understanding.


 


4.2    
Acknowledgment of Dilution.  The Company acknowledges that the issuance of the Securities may result in dilution of
the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.  The Company further
acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying
Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim,
delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against the Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 






    	 	16	 



     


    

 


4.3    
Furnishing of Information.  Until the earlier to occur of the time that (i) the Purchaser owns no Securities, or (ii)
18 months from the date hereof, the Company covenants that it will maintain the registration of the Common Stock under Section
12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to the Exchange Act.  As long as the Purchaser owns Securities, if the Company is not required to file reports pursuant to
the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such
information as is required for the Purchaser to sell the Securities under Rule 144.  The Company further covenants that it
will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to
the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act
within the requirements of the exemption provided by Rule 144.


 


4.4    
Integration.  The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities
to the Purchaser in a manner that would require the registration under the Securities Act of the sale of the Securities to the
Purchaser.


 


4.5    
Conversion and Exercise Procedures.  The form of Notice of Conversion included in the Debentures sets forth
the totality of the procedures required of the Purchaser in order to convert the Debentures.  No additional legal opinion,
other information or instructions shall be required of the Purchaser to convert their Debentures.  The Company shall honor
conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents.


 


4.6    
Securities Laws Disclosure; Publicity.  The Company shall, by 5:30 p.m. (New York City time) on the fourth Trading
Day following the date hereof, disclose the material terms of the transactions contemplated hereby by either: (i) issuing a Current
Report on Form 8-K regarding the transaction; or (b) issuing its Annual Report on Form 10-K with the transaction disclosed. In
either case, the Transaction Documents will be included as exhibits. The Company and the Purchaser shall consult with each other
in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser
shall issue any such press release nor otherwise make any such public statement (other than in the Company's SEC Reports after
the Closing Date or exhibits filed therewith) without the prior consent of the Company, with respect to any press release of the
Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication.  Notwithstanding the foregoing,
other than in connection with the Company's SEC Reports or disclosures to any regulatory agency or Trading Market that the Company
determines are necessary or appropriate, the Company shall not publicly disclose the name of the Purchaser, or include the name
of the Purchaser, in any press release or similar public statement, without the prior written consent of the Purchaser.


 


4.7    
Shareholder Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any
other Person, that the Purchaser is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect, or that
the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under
the Transaction Documents or any other agreement between the Company and the Purchaser.


 






    	 	17	 



     


    

 


4.8    
Non-Public Information.  Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company covenants and agrees that after the Closing Date neither it, nor any other Person acting
on its behalf, will provide the Purchaser or its agents or counsel with any information that the Company believes constitutes material
non-public information, unless prior thereto the Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information.  The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company. Purchaser acknowledges that it is aware that the United States securities
laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such
company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities, and Purchaser agrees not to engage in any unlawful trading in securities
of the Company or unlawful misuse or misappropriation of any such information.  Purchaser agrees to maintain the confidentiality
of and not disclose or use (except for purposes relating to the transactions contemplated by this Agreement) any confidential,
proprietary or non-public information disclosed by the Company to Purchaser.


 


4.9    
Reserved. 


 


4.10   Reservation
and Listing of Securities.


 


(a)      
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 


(b)     
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company's certificate
or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required
Minimum at such time, as soon as possible and in any event not later than the 60th calendar day after such date.


 


(c)      
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such
Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required
Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for
listing on such Trading Market as soon as possible thereafter, (iii) provide to the Purchaser evidence of such listing and (iv)
maintain the listing of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market
or another Trading Market.


 


4.11 
Form D; Blue Sky Filings.  The Company agrees to timely file a Form D with respect to the Securities as required under
Regulation D. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an
exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue
Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser,
which shall advise the Purchaser of its jurisdiction or jurisdictions of residence or principal office location.


 



    	 	18	 



     


    

 


4.12  Transfer Agent.  The Company covenants and agrees that it will at all times while the Debentures remains outstanding
maintain a duly qualified independent transfer agent.


 


4.13 
Reserved. 


 


4.14 
No Short Selling.  The Purchaser has and shall not ever, directly or indirectly, his, her or itself, through related
parties, affiliates or otherwise, (i) sell “short” or “short against the box” (as those terms are generally
understood) any equity security of the Company or (ii) otherwise engage in any transaction that involves hedging of the Purchaser's
position in any equity security of the Company, until the Debenture has been paid in full or fully converted into shares of Common
Stock.


 


ARTICLE V.


MISCELLANEOUS


 


5.1    
Termination. This Agreement may be terminated by the Purchaser, as to the Purchaser's obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties, if the
Closing has not been consummated on or before March 15, 2017; provided, however, that such termination
will not affect the right of any party to sue for any breach by the other party (or parties). For the avoidance of doubt, even
absent termination by the Purchaser, the Company needs to no earlier than 30 days from the date hereof and no later than 45 days
from the date hereof and subject there not being a Material Adverse Effect and the Company not being in default or breach of this
Agreement or the Debenture specifically request the Subsequent Financing payment be made by the Purchaser.


 


5.2    
Fees and Expenses.  Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall
pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to
the Purchaser.


 


5.3    
Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4    
Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of: (a) one Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto
prior to 5:30 p.m. (New York City time) on a Trading Day, with written confirmation of successful transmission, (b) the next Trading
Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth
on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications
shall be as set forth on the signature pages attached hereto.


 






    	 	19	 



     


    

 


5.5    
Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.


 


5.6    
Headings.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.


 


5.7    Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of the Purchaser (other than by merger).  The Purchaser with the written consent of the Company may assign any or all of its
rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transfer
complies with all applicable federal and state securities laws and that such transferee agrees in writing with the Company to be
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Purchaser.


 


5.8    No
Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


5.9    Governing
Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law.  
If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






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5.10  Survival. 
The representations and warranties shall survive the Closing and the delivery of the Debentures until, with respect to the Purchaser,
the Debentures held by the Purchaser has been paid in full or converted into Underlying Shares, at which time they shall expire
such respect to Purchaser and shall no longer be of any force or effect.


 


5.11 
Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.12 
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13 
Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under
a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant
notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however,
that in the case of a rescission of a conversion of a Debentures, the Purchaser shall be required to return any shares of Common
Stock subject to any such rescinded conversion or exercise notice.


 


5.14 
Replacement of Securities.  If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the
case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


5.15 
Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


 


5.16 
Payment Set Aside.  To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction
Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17  Usury. 
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date forward,
unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum
Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall
be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Purchaser's election.


 






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5.18 
Liquidated Damages.  The Company's obligations to pay any partial liquidated damages or other amounts owing under the
Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages
and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.


 


5.19 
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.



 


5.20 
Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.


 


5.21 
WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages
Follow)





 






    	 	22	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	PROGREEN US, INC.	 
	 	 	 
	By:	/s/ Jan Telander	 
	Name: 	Jan Telander	 
	Title:	President and CEO	 


 


With a copy to (which shall not constitute
notice):


 


Progreen US, Inc.


6443 Inkster Road, Suite 170-D,


Bloomfield Township, MI 48301


Attn: CEO


  


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK


SIGNATURE PAGE FOR PURCHASER
FOLLOWS]


 






    	 	23	 



     


    

 


[PURCHASER SIGNATURE
PAGES TO PROGREEN US, INC. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


  


Name of Purchaser: Bellridge Capital, LP


Signature of Authorized Signatory of
Purchaser: /s/ Robert Klimov                                                        


Name of Authorized
Signatory: Robert Klimov                                                                                               


Title of Authorized
Signatory: _____________________________________________________


Email Address of Authorized
Signatory: _____________________________________________


Facsimile Number of Authorized Signatory:
__________________________________________


 


Address for Notice of Purchaser:




 


Address for Delivery of Securities for Purchaser
(if not same as address for notice):


  


EIN Number:  [PROVIDE THIS
UNDER SEPARATE COVER]


 






    	 	24	 



     


    

 


Annex A


 


CLOSING STATEMENT


 


Pursuant to the attached
Securities Purchase Agreement, dated as of the date hereto, the purchaser shall purchase an aggregate of $____ Original Discount
Debentures from Progreen U.S, Inc., a Delaware corporation (the “Company”) for a purchase price of an aggregate
of ________.  All funds will be wired into an account maintained by the Company.  All funds will be disbursed in accordance
with this Closing Statement.


 


First Closing


 


Disbursement Date:


 


I.   PURCHASE PRICE


Gross Proceeds to
be Received


 


II.  DISBURSEMENTS


 


Total Amount Disbursed:


 


WIRE INSTRUCTIONS:


  


Second Closing


 


Disbursement Date:


 


I.   PURCHASE PRICE


Gross Proceeds to
be Received


 


II.  DISBURSEMENTS


 


Total Amount Disbursed:


 


WIRE INSTRUCTIONS: 


 


 


(Signature Pages Follow)


 






    	 	25	 



     


    

 


	PROGREEN US, INC.	 
	 	 	 
	By:	/s/ Jan Telander	 
	Name: 	Jan Telander	 
	Title:	President and CEO	 


 






    	 	26	 



     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture due March 15, 2018 of Progreen
US, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued
in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and
is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No
fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of
the Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion calculations:


 


Date
to Effect Conversion:


 


Principal Amount of
Debenture to be Converted:


 


Conversion Price:


 


Number of shares of
Common Stock to be issued:


 


 


Signature:


 


Name:


 


DWAC
Instructions:


 


Broker
No: ___________________ 


Account
No: __________________ 


 









     

     


    




Schedule 1


 


CONVERSION SCHEDULE


 


This Original Issue
Discount Convertible Debenture due on March 15, 2018 in the original principal amount of $105,000 is issued by Progreen US, Inc.,
a Delaware corporation.  This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.


 


Dated:


 


	Date of Conversion 
(or for first entry, Original Issue Date)	 	Amount of Conversion	 	Aggregate Principal Amount Remaining Subsequent to Conversion (or Original Principal Amount)	 	Company Attest