EXHIBIT
10.37


 


Note:
June 23, 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%
FIXED CONVERTIBLE PROMISSORY NOTE 


 


OF


 


PROGREEN
PROPERTIES, INC.


 


Issuance
Date: June 23, 2016


Total
Face Value of Note: $22,000


 


This
Note is a duly authorized Fixed Convertible Promissory
Note of ProGreen Properties, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the
“Company”), designated as the Company's 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 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.


 






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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 D and the Irrevocable
Transfer Agent Instructions and delivery of the initial payment of consideration by the Holder (the “Effective Date”).


 


As
an investment incentive, the Company will issue 4,000,000 5 year cashless warrants, exercisable at $.02.


 


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


 


	Days Since Effective Date	 	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 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


 


“Investment
Agreement” shall refer to the June 23, 2016 investment agreement and associated registration rights agreement
between the Company and the Holder.


 


“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.


 






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


 


“S-1”
shall refer to the registration statement required to be filed under the Investment Agreement.


 


“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
1.00       Repayment from Investment Agreement. At the election of the Holder, subsequent to the S-1 being deemed
effective and upon written notice from the Holder to the Company, at each Closing Date (as defined in the Investment
Agreement) Holder shall retain (or the Company shall pay to Holder) an amount equal to 25% of each Put Amount (as defined in
the Investment Agreement), and the amounts shall be applied by Holder as follows: first against the amount of any unpaid
interest or other fees, and second against any unpaid Principal Sum, until such time as all amounts of interest, fees and
Principal sum have been paid by the Company. If Holder elects to provide for the repayment of the Note as provided in this
Section 1.00 then such repayment shall not be deemed to be a prepayment of the Note.


 


Section
2.00       Conversion.


 


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”.


 


(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).


 






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(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, unless waived by Holder.


 


(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)        Trading
Activities. Neither the Investor nor its affiliates has an open short position in the Common Stock of the Company and the
Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions
with respect to the Common Stock of the Company.


 


(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
3.00       Defaults 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 relating to the filing of
quarterly and annual reports on Form 10-Q and Form 10-K, respectively, 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);
(xvi) the Company’s breach of any material representation, warranty of covenant contained in the Investment Agreement; (xvii)
failure of the Form S-1 to be filed with the SEC on or before the date which is 6 months after the Effective Date; (xviii) the
Company files the Form S-1 with the SEC on or before the date which is 6 months after the Effective Date but later withdraws it;
or (xix) the Company cancels the Investment Agreement.


 






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(b)        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
Right. At any time and from time to time after an Event of Default described in Section 3.00 (a)(i), Section 3.00 (a)(ii),
Section 3.00(a)(xii), Section 3.00(a)(xvii), Section 3.00(a)(xviii) or Section 3.00(a)(xix) has occurred, and 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 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.


 






    	 	7	 



     


    

 


(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.


 


Section
5.00       General.


 


(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.


 






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(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.


 


(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.


 






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(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 2 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 3 business days thereafter (the “Exercise Period”), to invest, at on the terms set forth in the Proposal,
or on better terms for 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. 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
    Properties, Inc.
	 	 	 
	 	By:	/s/
    Jan Telander
	 	Name:	Jan
    Telander
	 	Title:	President
	 	Email:	jan@progreenproperties.com




 


	 	Address:	6443 Inkster Rd, Bloomfield Twp., MI 48301









 


This
Fixed Convertible Promissory Note of June 23, 2016 is accepted this 23 day of June 2016 by


 


	Tangiers
    Global, LLC	 
	 	 
	By:	/s/
    Michael Sobeck 	 
	Name:	Michael
    Sobeck	 
	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 $22,000 Fixed Convertible Promissory Note identified
as the Note)


 


	DATE:	____________________________








	FROM:	Tangiers Global, LLC




 


		Re:	$22,000
                                         Fixed Convertible Promissory Note (this “Note”) originally issued by ProGreen
                                         Properties, Inc., a Nevada corporation, to Tangiers Global, LLC on June 23, 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 Properties, 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




 






     


     


    

 


EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


PROGREEN
PROPERTIES, INC.


 


The
undersigned, being directors of ProGreen Properties, Inc., a Nevada 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 a Fixed Convertible
Promissory Note in the amount of $22,000 with Tangiers Global, LLC.


 


The
documents agreed to and dated June 23, 2016 are as follows:


 


5.83%
Fixed Convertible Promissory Note of ProGreen Properties, 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 June 23, 2016.


 	 	 




By:


Its:


 



     


     


    

 


EXHIBIT
C


 


CERTIFICATE
OF CORPORATE SECRETARY OF


 


PROGREEN
PROPERTIES, INC.


 


(Two
Pages)


 


The
undersigned, Jan Telander is the duly elected Corporate Secretary of ProGreen Properties, Inc., a Nevada 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 convertible promissory note dated June 23, 2016 (the “Note
                                         Issuance Date”) issued to Tangiers Global, LLC (the “Holder”) in the
                                         stated original principal amount of $22,000 (the “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 June 23, 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:	Jan Telander	 	Title:	 President