EXHIBIT
10.35


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (the “Agreement”), dated as of
June 23,  2016 (the “Execution Date”), is entered into by and between ProGreen Properties, Inc. (the
“Company”), a Delaware corporation, with its principal executive offices at 6443 Inkster Road, Suite 170-D,
Bloomfield Township, MI 48301, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company,
with its principal executive offices at 168 Dorado Beach East, Dorado, PR 00646. 


 


RECITALS:


 


Whereas,
pursuant to the Investment Agreement entered into by and between the Company and the Investor of this even date (the
“Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number
of shares of the Company’s common stock, par value of $.0001 per share (the “Common Stock”), up to
an aggregate purchase price of Five Million Dollars ($5,000,000);


 


Whereas,
as an inducement to the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common
Stock issuable pursuant to the Investment Agreement.


 


Now therefore, in consideration
of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION
I

DEFINITIONS


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“1933
Act” shall have the meaning set forth in the recitals.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar
successor statute.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Claims”
shall have the meaning set forth in Section 6.1.


 


“Common
Stock” shall have the meaning set forth in the recitals.


 


“Company”
shall have the meaning set forth in the preamble.


 


“Execution
Date” shall have the meaning set forth in the preamble.


 





“Indemnified
Damages” shall have the meaning set forth in Section 6.1.


 


“Indemnified
Party” shall have the meaning set forth in Section 6.1.


 







    	 	1	 



     


    

 


“Indemnified
Person” shall have the meaning set forth in Section 6.1.


 


“Investment
Agreement” shall have the meaning set forth in the recitals.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Investor’s
Delay” shall have the meaning set forth in Section 3.5.


 


“New
Registration Statement” shall have the meaning set forth in Section 2.3.


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing
one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis, and the declaration or ordering of effectiveness of such Registration
Statement(s) by the SEC.


 


“Registration
Period” shall have the meaning set forth in Section 3.1.


 


“Registrable
Securities” means (i) the shares of Common Stock issuable pursuant to the Investment Agreement, and (ii) any shares
of capital stock issuable with respect to such shares of Common Stock, if any, as a result of any stock splits, stock dividends,
or similar transactions, which have not been (x) included in the Registration Statement that has been declared effective by the
SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force)
under the 1933 Act.


 


“Registration
Default” shall have the meaning set forth in Section 3.3.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Rule
144” means Rule 144 promulgated under the 1933 Act or any successor rule of the SEC.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“Staff”
shall have the meaning set forth in Section 2.3.


 


“Violations”
shall have the meaning set forth in Section 6.1.


 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the
Investment Agreement.


 






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SECTION
II

REGISTRATION


 


2.1        The Company shall use its best efforts to, within thirty (30) days of the Execution Date, file with the SEC a Registration Statement
or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other
form as is available for such registration), covering the resale of 100,000,000 shares of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale 100,000,000 shares of Registrable Securities except to the extent
that the SEC requires the share amount to be reduced as a condition of effectiveness.


 


2.2        The Company shall use commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within
thirty (30) days but no more than ninety (90) days after the Company has filed the Registration Statement(s).


 


2.3        Notwithstanding the registration obligations set forth in Section 2.1, if the staff of the SEC (the “Staff”)
or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule
415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform
the Investor and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC
and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register
for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company shall use its commercially reasonable
efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register
for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the
New Registration Statement. Additionally, the Company shall have the ability to file one or more New Registration Statements to
cover the Registrable Securities once the Shares under the initial Registration Statement referenced in Section 2.1 have
been sold.


 


SECTION
III

RELATED OBLIGATIONS


 


At
such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2,
the Company shall effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof and, with respect thereto, the Company shall have the following obligations:


 


3.1        Upon the effectiveness of such Registration Statement relating to the Registrable Securities, the Company shall keep such Registration
Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities
actually issued or that the Company has an obligation to issue under the Investment Agreement; or (B) the Investor has no right
to acquire any additional shares of Common Stock under the Investment Agreement; or (C) the Investor may sell the Registrable
Securities without volume limitations under Rule 144 (the “Registration Period”). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. The Investor agrees to provide all information which it is
required by law to provide to the Company, including the intended method of disposition of the Registrable Securities, and the
Company’s obligations set forth in this Agreement shall be conditioned on the receipt of such information.


 






    	 	3	 



     


    

 


3.2        The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration
Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement
is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or
file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable
Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor
arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects
to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar
days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the filing thereof.


 


3.3        As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of
any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (“Registration Default”) and use all
diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps
to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed
by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and to be incorporated by reference
in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to
the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective; (ii) of any
request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii)
of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate,
(iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result
of the Company’s failure to timely file its financials or otherwise.


 






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3.4        The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the Registration
Statement.


 


3.5        The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration
Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However,
any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement
of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the "Investor's
Delay") shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor
from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor's
Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or
kind between the Company and the Investor.


 


3.6        The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, (iv)
such information is required to be submitted in response to SEC Staff comments on the Registration Statement; or (v) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.
The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by
a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and
allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order covering such information.


 


3.7        The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts,
the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the
Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this Section 3.7.


 






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3.8         If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or
post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.


 


3.9        The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


 


3.10       The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.


 


3.11       The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to the Registration Statement.


 


SECTION
IV

OBLIGATIONS OF THE INVESTOR


 


4.1        At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify
the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be
a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable
Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the
registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration
as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities
by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then
current prospectus relating to such Registration Statement.


 


4.2        The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified
the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


4.3        The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described
in Section 3.4 or the first sentence of Section 3.3, the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3.4 or the first sentence of Section 3.3.


 






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SECTION
V

EXPENSES OF REGISTRATION


 


All
legal expenses of the Company incurred in connection with registrations shall be paid by the Company.


 


SECTION
VI

INDEMNIFICATION


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


6.1         To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and
defend the Investor, the directors, if any, of such Investor, the officers, if any, of such Investor, and each person, if any,
who controls the Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts
paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective
amendment thereto, or the omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall
reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1:
(i) shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement
of the information furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of
the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such
Claim is based on (a) a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company
or (b) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance by the Company
in writing not to use such incorrect prospectus; (iii) any claims based on the manner of sale of the Registrable Securities by
the Investor or of the Investor’s failure to register as a dealer under applicable securities laws; (iv) any omission of
the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating
to the Investor or the manner of sale; and (v) any amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of
the Registrable Securities by the Investor pursuant to the Registration Statement.


 






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6.2         In connection with any Registration Statement in which Investor is participating, the Investor agrees to indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors,
each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only
to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information furnished
to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6.3,
the Investor shall reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided,
further, however, that the Investor shall only be liable under this Section 6.2 for that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration
Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement
or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then
amended or supplemented.


 






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6.3         Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right
to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay
for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel
shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is
entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates
to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for
any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.


 


6.4        The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 






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SECTION
VII


CONTRIBUTION


 


7.1        To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities, or, if Registrable Securities are unsold, the value of such Registrable Securities.


 


SECTION
VIII


REPORTS
UNDER THE 1934 ACT


 


8.1        With a view to making available to the Investor the benefits of Rule 144 that may at any time permit the Investor to sell securities
of the Company to the public without registration, provided that the Investor holds any Registrable Securities that are eligible
for resale under Rule 144, the Company agrees to:


 


		a.	make
                                         and keep public information available, as those terms are understood and defined in Rule
                                         144;



 


		b.	file
                                         with the SEC in a timely manner all quarterly and annual reports under the 1933 Act and
                                         the 1934 Act, and such other documents, which in the Company’s reasonable judgment
                                         for disclosure purposes and compliance with SEC regulations, require filing, so long
                                         as the Company remains subject to such requirements and the filing of such reports and
                                         other documents is required for the applicable provisions of Rule 144; and



 


		c.	furnish
                                         to the Investor, promptly upon request, (i) a written statement by the Company that it
                                         has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act
                                         and (ii) such other information as may be reasonably requested to permit the Investor
                                         to sell such securities pursuant to Rule 144 without registration.



 






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SECTION
X


MISCELLANEOUS


 


9.1         NOTICES.
Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic
mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses and email addresses for such communications shall be:


 


	 	If
to the Company:
	ProGreen
        Properties, Inc.

        6443
        Inkster Road, Suite 170-D, Bloomfield Township, MI 48301

        Attn:
        Jan Telander

        Email:
        jan@progreenproperties.com

	 	 	 
	 	If
    to the Investor:	Tangiers
        Global, LLC

        168
        Dorado Beach East

        Dorado,
        PR 00646

        Attn: Rachel Terrell

        Email:
        admin@tangierscapital.com



 


Each
party shall provide five (5) business days prior written notice to the other party of any change in address or email address.


 


9.2        NO WAIVERS. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party
in exercising such right or remedy, shall not operate as a waiver thereof.


 


9.3        NO ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.


 


9.4        ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction
Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof
and thereof. The provisions of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5        HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall
include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if
all the parties had prepared the same.


 


9.6        COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar
electronic means with the same force and effect as if such signature page were an original thereof.


 






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9.7        FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


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


 


9.9        
Law Governing this Agreement. This Agreement shall be governed by, and construed
and interpreted in accordance with, the substantive laws of the Commonwealth of Puerto Rico without giving effect to any conflict
of laws rule or principle that might require the application of the laws of another jurisdiction. Any dispute, claim, suit, action
or other legal proceeding arising out of the transactions contemplated by this Agreement or the rights and obligations of each
of the parties shall be brought only in a competent court in San Juan, Puerto Rico or in the federal courts of the United States
of America located in San Juan, Puerto Rico. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith agree to submit to the in personam jurisdiction of such courts. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Documents 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.


 


9.10      NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.


 


[Signature
page follows]


 






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Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement
as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration
Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate,
and agrees to be bound by its terms.


 


	Tangiers
    Global, LLC	 
		 	 
	By:	/s/
    Michael Sobeck	 
	Name:	Michael Sobeck	 
	Title:	Managing
    Member	 
	 	 	 
	ProGreen
    Properties, Inc.	 
	 	 	 
	By:	/s/
    Jan Telander	 
	Name: 	Jan
    Telander	 
	Title:	President	 


 


[SIGNATURE
PAGE OF REGISTRATION RIGHTS AGREEMENT]


 


 


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