EXHIBIT 10.37a


 


Amended
and Restated


5.83%
Fixed Convertible Promissory Note


 


This
AMENDED AND RESTATED 5.83% FIXED CONVERTIBLE PROMISSORY NOTE (the “Note”) is made and entered into as of August 25,
2016 by and between ProGreen US, Inc. (formerly ProGreen Properties, Inc.), a Delaware corporation (the “Company”)
and Tangiers Global, LLC (the “Holder”), a Wyoming limited liability company, (collectively the “Parties”).


 


WHEREAS,
the Company and Holder previously entered into an 5.83% Fixed Convertible Promissory Note dated June 23, 2016 in the Principal
Sum of $22,000 (the “Original Note”).


 


WHEREAS,
the Parties wish to amend and restate the Original Note to read as set forth herein.


 


NOW,
THEREFORE, is consideration of the mutual covenants and promises set forth below, the Original Note is amended, and restated
in its entirety, as set forth below.


 


Note:
August 25, 2016


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION 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. 


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW. 


 


5.83%
AMENDED AND RESTATED FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


PROGREEN
US, INC.


 


 


Issuance
Date: August 25, 2016


Effective
Date of Original Note: June 23, 2016


Total
Face Value of Note: $22,000


 


This
Amended and Restated Note is a duly authorized
Fixed Convertible Promissory Note of ProGreen US, Inc. (formerly ProGreen Properties, Inc.) a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), designated
as the Company's Amended and Restated 5.83% Fixed Convertible Promissory Note due June 23, 2017 (“Maturity Date”)
in the principal amount of $22,000 (the “Note”).


 


For
Value Received, the Company hereby promises to
pay to the order of Tangiers Global, LLC or its registered assigns or successors-in-interest (“Holder”)
the Principal Sum of $22,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal
balance hereof at an amount equivalent to 5.83% of the Principal Sum, to the extent such Principal Sum and “guaranteed”
interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into
the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. If the Company pays the
Note off in full within 90 days following the Effective Date of the Original Note as per the pre-payment terms detailed below,
the Holder agrees to waive the 5.83% interest charge. The sum of $20,000 shall be remitted and delivered to the Company, and $2,000
shall be retained by the Purchaser through an original issue discount (the “OID”) for due diligence and legal
bills related to this transaction. The OID is set at 10% of any consideration paid.


 






     

     

    

 


In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(a), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 15% per annum or the highest rate
permitted by law (the “Default Rate”).


 


This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C and the Irrevocable
Transfer Agent Instructions (the “Effective Date”).


 


As
an investment incentive, the Company issued 5,000,000 5 year cashless warrants, exercisable at $.02, per the Original Note.


 


This
Note may be prepaid by the Company, in whole or in part, according to the following schedule:


 


	Days
    Since Effective Date of Original Note	 	Prepayment
    Amount
	Under
    90	 	115%
    of Principal Amount
	91-135	 	125%
    of Principal Amount
	136-180	 	135%
    of Principal Amount


 


After
180 days from the Effective Date of the Original Note, this Note may not be prepaid without written consent from Holder, which
consent may be withheld, delayed or denied in Holder’s sole and absolute discretion. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due
on the next succeeding day which is a Business Day. If the Note is in default, per Section 2.00 below, the Company may not prepay
the Note without written consent of the Holder.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Conversion
Price” shall be equal to $.03


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii)
any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid
or added to the Principal Amount.


 


“Principal Market” shall refer to the primary exchange on which
the Company’s common stock is traded or quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 





Section
1.00Conversion.


 


Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock as per the Conversion Formula. The date of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”.


 






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(b)Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption
pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares
of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the
shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in Depository
Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company
shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable
upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker
with DTC through its Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods
herein as for stock certificates shall apply).


 


(c)
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge
or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from
the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a
condition to effectuate such issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether
from the Company’s delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the
Note and tack back to the Effective Date for purposes of Rule 144.


 


(d)Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program)
pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s
actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional
amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated
damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule
144.


 


(e)Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 1, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount), under the formula in Section Section
3(c) below, to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock
that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if
eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall
drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent
to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer
agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide
this instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that
the maintenance of the Required Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in
a default of the Note.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the
Note.


 


(f)Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more
than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 






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(g)Conversion
Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at
any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares
returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h)Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
prior to conversion.


 


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


 


Section
3.00Defaults and Remedies.


 


(a)Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and
in accordance with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares
or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days
after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company
to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) if the Company is subject to any Bankruptcy
Event; (vi) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934,
as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their
affiliates; (vii) any failure of the Company to provide the Holder with information related to its corporate structure including,
but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder;
(viii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (ix) failure of
Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days;
(x) any delisting from a Principal Market for any reason; (xi) failure by Company to pay any of its Transfer Agent fees in excess
of $2,000 or to maintain a Transfer Agent of record; (xii) failure by Company to notify Holder of a change in Transfer Agent within
24 hours of such change; (xiii) any trading suspension imposed by the Securities and Exchange Commission (“SEC”)
under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the
availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements
as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial
statements on its website; (xv) failure of the Company to abide by the terms of the right of first refusal contained in Section
5.00(h);


 


Remedies.
If an event of default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration,
shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”.
The Mandatory Default Amount means 135% of the outstanding Principal Amount of this Note. Commencing 5 days after the occurrence
of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in
addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 15% per annum or the maximum
rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the
Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant
to this Section 3.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent
thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 






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(c)Conversion
Remedy. At any time and from time to time after a default occurs solely due to the fact the Note is not retired on or before
the Maturity Date (“Maturity Default”), subject to the terms hereof and restrictions and limitations contained herein,
the Holder shall have the right, at the Holder's sole option, to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock at the Default Conversion Price. The “Default Conversion Price”
shall be equal to 60% of the lowest trading price of the Company’s common stock during the 15 consecutive trading days
prior to the date on which Holder elects to convert all or part of the Note. For the purpose of calculating the Default Conversion
Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered to be the beginning
of the next Business Day. If the Company is placed on “chilled” status with the DTC, the discount shall be increased
by 10%, i.e., from 40% to 50%, until such chill is remedied. If the Company is not DWAC eligible through their Transfer
Agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 40% to 45%, In the case of both,
the discount shall be a cumulative increase of 15%, i.e., from 40% to 55%. 


 


Section
4.00 Representations and Warranties of Holder.


  


Holder
hereby represents and warrants to the Company that:


 


(a)Holder
is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the
“1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”)
for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933
Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and
experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities.
Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable
of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered
under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities
is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has,
to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the
suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors
were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the
Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar
or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means
of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from
the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and
the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder
any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder
is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.


  


(b)The
Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly
qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material
adverse effect on its business or properties.


 


(c)All
corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the
Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)Each
certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend),
unless or until registered under the 1933 Act:





 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 



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Section
5.00General.


 


(a)
Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses,
which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b)
Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall
be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c)Funding
Window. The Company agrees that it will not enter into a convertible debt financing transaction, including 3(a)9 and 3(a)10
transactions, with any party other than the Holder for a period of 90 Trading Days following the Effective Date. The Company agrees
that this is a material term of this Note and any breach of this will result in a default of the Note.


 


(d)Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with
any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such
term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained
in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(e)Governing
Law; Jurisdiction.


 


Governing
Law. This Note will be governed by and construed in accordance with the laws of the state of California without regard to
any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)Jurisdiction
and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of California or in the federal courts located in San Diego County, California.


 


(iii)No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


 


(iv)Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v)Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier
service for delivery.


 


(f)No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 






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


 


(h)Right
of First Refusal. From and after the date of this Note and at all times hereafter while the Note is outstanding, the Parties
agree that, in the event that the Company receives any written or oral proposal (the “Proposal”) containing
one or more offers to provide additional capital or equity or debt financing (the “Financing Amount”), the
Company agrees that it shall provide a copy of all documents received relating to the Proposal together with a complete and accurate
description of the Proposal to the Holder and all amendments, revisions, and supplements thereto (the “Proposal Documents”)
no later than 3 business days from the receipt of the Proposal Documents. Following receipt of the Proposal Documents from the
Company, the Holder shall have the right (the “Right of First Refusal”), but not the obligation, for a period
of 5 business days thereafter (the “Exercise Period”), to invest, at similar or better terms to the Company,
an amount equal to or greater than the Financing Amount, upon written notice to the Company that the Holder is exercising the
Right of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company agrees that it will cooperate
and assist the Holder in conducting a due diligence investigation of the Company and its corporate and financial affairs and promptly
provide the Holder with information and documents that the Holder may reasonably request so as to allow the Holder to make an
informed investment decision. However, the Company and the Holder agree that the Holder shall have no more than 5 business days
from and after the expiration of the Exercise Period to exercise its Right of First Refusal hereunder. This Right of First Refusal
shall extend to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or creditors, all transactions
under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as amended, and all equity line-of-credit transactions. In the
event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction
while this note is outstanding, without giving Right of First Refusal to the Holder, a liquidated damages charge of 25% of the
outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable
to the Holder at its election in the form of cash payment or addition to the balance of this Note. Such liquidated damages will
be automatically added to the Principal


 


 


 


[Signature
Page to Follow.]


  



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IN
WITNESS WHEREOF, the Company has caused this Fixed Convertible Promissory Note to be duly executed on the day and in the year
first above written.


 


PROGREEN
US, INC.


  


	By:	/s/
    Jan Telander	 
	Name:	Jan
    Telander	 
	Title:  	CEO	 
	 	 	 
	Email:	 	 


 


Address:


  


This
Amended and Restated Fixed Convertible Promissory Note of August 25, 2016 is accepted this ___ day of , 2016 by


  


	Tangiers
    Global, LLC	 
	 	 	 
	By:	/s/  Justin
    Ederle	 
	Name:		 
	Title:	Managing Member	 


  






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EXHIBIT
A


  


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain Amended and Restated $22,000 Fixed Convertible Promissory
Note identified as the Note)


 


DATE:____________________________


 


FROM:Tangiers
Global, LLC


  


	 	Re:	$22,000
    Amended and Restated Fixed Convertible Promissory Note (this “Note”) originally issued by ProGreen US, Inc., a
    Delaware corporation, to Tangiers Global, LLC on August 25, 2016.


  


The
undersigned on behalf of Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate
outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value
per share, of ProGreen US, Inc. (the “Company”), according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than 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. The undersigned represents
as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned
will not exceed the “Restricted Ownership Percentage” contained in this Note.


   


	Conversion
    information:	 
		Date
    to Effect Conversion
	 	 
	 	 
	 	Aggregate
    Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate
    Interest on Amount Being Converted
	 	 
	 	 
	 	Remaining
    Principal Balance
	 	 
	 	 
	 	Number
    of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable
    Conversion Price
	 	 
	 	 
	 	Signature
    
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address


  






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EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


PROGREEN
US, INC.


 


The
undersigned, being directors of ProGreen US, Inc., a Delaware corporation (the “Company”), acting pursuant to the Bylaws
of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


 


Convertible
Note with Tangiers Global, LLC


 


The
board of directors of the Company has reviewed and authorized the following documents relating to the issuance of an Amended and
Restated Fixed Convertible Promissory Note in the amount of $22,000 with Tangiers Global, LLC.


 


The
documents agreed to and dated August 25, 2016 are as follows:


 


Amended
and Restated 5.83% Fixed Convertible Promissory Note of ProGreen US, Inc.


Irrevocable
Transfer Agent Instructions


Certificate
of Corporate Secretary


Disbursement
Instructions


  


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of August 25,
2016.


  


		 
	By:
    	 
	 	 
	Its:
    	 


 






    	 	10	 



     

    

 


EXHIBIT
C


 


CERTIFICATE
OF CORPORATE SECRETARY OF


 


PROGREEN
US, INC.


  


(Two
Pages)


 


The
undersigned, _______________________ is the duly elected Corporate Secretary of ProGreen US, Inc., a Delaware corporation
(the “Company”).


  


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial
books and records, including, but not limited to, the Company’s records relating to the following:


  


	 	(A)	The
    issuance of that certain amended and restated fixed convertible promissory note dated August 25, 2016 (the “Note Issuance
    Date”) issued to Tangiers Global, LLC (the “Holder”) in the stated original principal amount of $22,000
    (the “Note”) to amend and restate that certain 5.83 Fixed Convertible Promissory Note originally issued on
    June 23, 2016 (the “Original Note”);


 


	 	(B)	The
    Company’s Board of Directors duly approved the issuance of the Note to the Holder;


 


	 	(C)	The
    Company has not received and does not contemplate receiving any new consideration from any persons in connection with any
    later conversion of the Note and the issuance of the Company’s Common Stock upon any said conversion;


 


	 	(D)	To
    my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records,
    I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors, or directly
    or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status in
    the one hundred (100) days immediately preceding the date of this Certificate;


 


	 	(E)	The
    Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s
    Stock Transfer Agent dated August 25, 2016;


 


	 	(F)	Mark
    the appropriate selection:


 


___
The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


  


___
The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, (ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii)
on _______, 201__, it provided Form 10-type information in a filing with the Securities and Exchange Commission.


  


	 	(G)	I
    understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,”
    as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.


 


	 	(H)	I
    understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Global,
    LLC in connection with the preparation of a legal opinion.


 


I
hereby affix my signature to this Certificate and hereby confirm the accuracy of the statements made herein.


  


	Signed:	 	 	Date:	 
	 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	Title:	 


  


 


 


 


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