EXHIBIT
10.21


 


SECURITIES
PURCHASE AGREEMENT






This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2015, by and between PROGREEN PROPERTIES,
INC., a Delaware corporation, with headquarters located at 380 North Old Woodward Avenue - Suite 300, Birmingham, MI 48009
(the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road,
Suite 216, Great Neck, NY 11021 (the “Buyer”).


 


WHEREAS:


 


1.          The Company and the Buyer are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);


 


2.          Buyer desires to purchase and the Company desires to issue and sell, upon
the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit
A, in the aggregate principal amount of $33,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon
or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common
stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations
and conditions set forth in such Note.


 


3.          The
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature pages hereto; and







 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


		1.	Purchase
                                         and Sale of Note.



 


		1.	Purchase
                                         of Note. On the Closing Date (as defined below), the Company shall issue and sell
                                         to the Buyer and the Buyer agrees to purchase from the Company such principal amount
                                         of Note as is set forth immediately below the Buyer’s name on the signature pages
                                         hereto.



 






    	 



    	 



    

 


		2.	Form
                                         of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase
                                         price for the Note to be issued and sold to it at the Closing (as defined below) (the
                                         “Purchase Price”) by wire transfer of immediately available funds to the
                                         Company, in accordance with the Company’s written wiring instructions, against
                                         delivery of the Note in the principal amount equal to the Purchase Price as is set forth
                                         immediately below the Buyer’s name on the signature pages hereto, and (ii) the
                                         Company shall deliver such duly executed Note on behalf of the Company, to the Buyer,
                                         against delivery of such Purchase Price.



 


		3.	Closing
                                         Date. Subject to the satisfaction (or written waiver) of the conditions thereto set
                                         forth in Section 6 and Section 7 below, the date and time of the issuance and sale of
                                         the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon,
                                         Eastern Standard Time on or about March 16, 2015, or such other mutually agreed upon
                                         time. The closing of the transactions contemplated by this Agreement (the “Closing”)
                                         shall occur on the Closing Date at such location as may be agreed to by the parties.



 


		2.	Buyer’s
                                         Representations and Warranties. The Buyer represents and warrants to the Company
                                         that:



 


		1.	Investment
                                         Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of
                                         Common Stock issuable upon conversion of or otherwise pursuant to the Note (including,
                                         without limitation, such additional shares of Common Stock, if any, as are issuable (i) on
                                         account of interest on the Note, (ii) as a result of the events described in Sections
                                         1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages
                                         Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of
                                         Common Stock being collectively referred to herein as the “Conversion Shares”
                                         and, collectively with the Note, the “Securities”) for its own account and
                                         not with a present view towards the public sale or distribution thereof, except pursuant
                                         to sales registered or exempted from registration under the 1933 Act; provided,
                                         however, that by making the representations herein, the Buyer does not agree to
                                         hold any of the Securities for any minimum or other specific term and reserves the right
                                         to dispose of the Securities at any time in accordance with or pursuant to a registration
                                         statement or an exemption under the 1933 Act.



 






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		2.	Accredited
                                         Investor Status. The Buyer is an “accredited investor” as that term is
                                         defined in Rule 501(a) of Regulation D (an “Accredited Investor”).



 


		3.	Reliance
                                         on Exemptions. The Buyer understands that the Securities are being offered and sold
                                         to it in reliance upon specific exemptions from the registration requirements of United
                                         States federal and state securities laws and that the Company is relying upon the truth
                                         and accuracy of, and the Buyer’s compliance with, the representations, warranties,
                                         agreements, acknowledgments and understandings of the Buyer set forth herein in order
                                         to determine the availability of such exemptions and the eligibility of the Buyer to
                                         acquire the Securities.



 


		4.	Information.
                                         The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding
                                         will continue to be, furnished with all materials relating to the business, finances
                                         and operations of the Company and materials relating to the offer and sale of the Securities
                                         which have been requested by the Buyer or its advisors. The Buyer and its advisors, if
                                         any, have been, and for so long as the Note remain outstanding will continue to be, afforded
                                         the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company
                                         has not disclosed to the Buyer any material nonpublic information and will not disclose
                                         such information unless such information is disclosed to the public prior to or promptly
                                         following such disclosure to the Buyer. Neither such inquiries nor any other due diligence
                                         investigation conducted by Buyer or any of its advisors or representatives shall modify,
                                         amend or affect Buyer’s right to rely on the Company’s representations and
                                         warranties contained in Section 3 below. The Buyer understands that its investment in
                                         the Securities involves a significant degree of risk. The Buyer is not aware of any facts
                                         that may constitute a breach of any of the Company's representations and warranties made
                                         herein.



 


		5.	Governmental
                                         Review. The Buyer understands that no United States federal or state agency or any
                                         other government or governmental agency has passed upon or made any recommendation or
                                         endorsement of the Securities.



 






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		6.	Transfer
                                         or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities
                                         has not been and is not being registered under the 1933 Act or any applicable state securities
                                         laws, and the Securities may not be transferred unless (a) the Securities are sold
                                         pursuant to an effective registration statement under the 1933 Act, (b) the Buyer
                                         shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel
                                         that shall be in form, substance and scope customary for opinions of counsel in comparable
                                         transactions to the effect that the Securities to be sold or transferred may be sold
                                         or transferred pursuant to an exemption from such registration, which opinion shall be
                                         accepted by the Company, (c) the Securities are sold or transferred to an “affiliate”
                                         (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
                                         144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only
                                         in accordance with this Section 2(f) and who is an Accredited Investor, (d) the
                                         Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant
                                         to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”),
                                         and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
                                         of counsel that shall be in form, substance and scope customary for opinions of counsel
                                         in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale
                                         of such Securities made in reliance on Rule 144 may be made only in accordance with the
                                         terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities
                                         under circumstances in which the seller (or the person through whom the sale is made)
                                         may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
                                         compliance with some other exemption under the 1933 Act or the rules and regulations
                                         of the SEC thereunder; and (iii) neither the Company nor any other person is under any
                                         obligation to register such Securities under the 1933 Act or any state securities laws
                                         or to comply with the terms and conditions of any exemption thereunder (in each case).
                                         Notwithstanding the foregoing or anything else contained herein to the contrary, the
                                         Securities may be pledged as collateral in connection with a bona fide
                                         margin account or other lending arrangement.



 






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		7.	Legends.
                                         The Buyer understands that the Note and, until such time as the Conversion Shares have
                                         been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without
                                         any restriction as to the number of securities as of a particular date that can then
                                         be immediately sold, the Conversion Shares may bear a restrictive legend in substantially
                                         the following form (and a stop-transfer order may be placed against transfer of the certificates
                                         for such Securities):



 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline,
it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


		8.	Authorization;
                                         Enforcement. This Agreement has been duly and validly authorized. This Agreement
                                         has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes
                                         a valid and binding agreement of the Buyer enforceable in accordance with its terms.



 






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		9.	Residency.
                                         The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s
                                         name on the signature pages hereto.



 


		3.	Representations
                                         and Warranties of the Company. The Company represents and warrants to the Buyer that:



 


		1.	Organization
                                         and Qualification. The Company and each of its Subsidiaries (as defined below), if
                                         any, is a corporation duly organized, validly existing and in good standing under the
                                         laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
                                         and other) to own, lease, use and operate its properties and to carry on its business
                                         as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth
                                         a list of all of the Subsidiaries of the Company and the jurisdiction in which each is
                                         incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign
                                         corporation to do business and is in good standing in every jurisdiction in which its
                                         ownership or use of property or the nature of the business conducted by it makes such
                                         qualification necessary except where the failure to be so qualified or in good standing
                                         would not have a Material Adverse Effect. “Material Adverse Effect” means
                                         any material adverse effect on the business, operations, assets, financial condition
                                         or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the
                                         transactions contemplated hereby or by the agreements or instruments to be entered into
                                         in connection herewith. “Subsidiaries” means any corporation or other organization,
                                         whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
                                         any equity or other ownership interest.



 






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		2.	Authorization;
                                         Enforcement. (i) The Company has all requisite corporate power and authority to enter
                                         into and perform this Agreement, the Note and to consummate the transactions contemplated
                                         hereby and thereby and to issue the Securities, in accordance with the terms hereof and
                                         thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and
                                         the consummation by it of the transactions contemplated hereby and thereby (including
                                         without limitation, the issuance of the Note and the issuance and reservation for issuance
                                         of the Conversion Shares issuable upon conversion or exercise thereof) have been duly
                                         authorized by the Company’s Board of Directors and no further consent or authorization
                                         of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
                                         has been duly executed and delivered by the Company by its authorized representative,
                                         and such authorized representative is the true and official representative with authority
                                         to sign this Agreement and the other documents executed in connection herewith and bind
                                         the Company accordingly, and (iv) this Agreement constitutes, and upon execution and
                                         delivery by the Company of the Note, each of such instruments will constitute, a legal,
                                         valid and binding obligation of the Company enforceable against the Company in accordance
                                         with its terms.



 


		3.	Capitalization.
                                         As of the date hereof, the authorized capital stock of the Company consists of: (i) 250,000,000
                                         authorized shares of Common Stock, $0.0001 par value per share, of which 104,329,703
                                         shares are issued and outstanding; and (ii) 10,000,000 authorized shares of Preferred
                                         Stock, $0.0001 par value per share, of which no shares are issued and outstanding;
                                         no shares are reserved for issuance pursuant to the Company’s stock option plans,
                                         no shares are reserved for issuance pursuant to securities (other than the Note) exercisable
                                         for, or convertible into or exchangeable for shares of Common Stock and 18,500,000 shares
                                         are reserved for issuance upon conversion of the Note. All of such outstanding shares
                                         of capital stock are, or upon issuance will be, duly authorized, validly issued, fully
                                         paid and non-assessable. No shares of capital stock of the Company are subject to preemptive
                                         rights or any other similar rights of the shareholders of the Company or any liens or
                                         encumbrances imposed through the actions or failure to act of the Company. As of the
                                         effective date of this Agreement, (i) there are no outstanding options, warrants, scrip,
                                         rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings,
                                         claims or other commitments or rights of any character whatsoever relating to, or securities
                                         or rights convertible into or exchangeable for any shares of capital stock of the Company
                                         or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
                                         is or may become bound to issue additional shares of capital stock of the Company or
                                         any of its Subsidiaries, (ii) there are no agreements or arrangements under which the
                                         Company or any of its Subsidiaries is obligated to register the sale of any of its or
                                         their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment
                                         provisions contained in any security issued by the Company (or in any agreement providing
                                         rights to security holders) that will be triggered by the issuance of the Note or the
                                         Conversion Shares. The Company has furnished to the Buyer true and correct copies of
                                         the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
                                         of Incorporation”), the Company’s By-laws, as in effect on the date hereof
                                         (the “By-laws”), and the terms of all securities convertible into or exercisable
                                         for Common Stock of the Company and the material rights of the holders thereof in respect
                                         thereto. The Company shall provide the Buyer with a written update of this representation
                                         signed by the Company’s Chief Executive on behalf of the Company as of the Closing
                                         Date.



 






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		4.	Issuance
                                         of Shares. The Conversion Shares are duly authorized and reserved for issuance and,
                                         upon conversion of the Note in accordance with its respective terms, will be validly
                                         issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
                                         with respect to the issue thereof and shall not be subject to preemptive rights or other
                                         similar rights of shareholders of the Company and will not impose personal liability
                                         upon the holder thereof.



 


		5.	Acknowledgment
                                         of Dilution. The Company understands and acknowledges the potentially dilutive effect
                                         to the Common Stock upon the issuance of the Conversion Shares upon conversion of the
                                         Note. The Company further acknowledges that its obligation to issue Conversion Shares
                                         upon conversion of the Note in accordance with this Agreement, the Note is absolute and
                                         unconditional regardless of the dilutive effect that such issuance may have on the ownership
                                         interests of other shareholders of the Company.



 






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		6.	No
                                         Conflicts. The execution, delivery and performance of this Agreement, the Note by
                                         the Company and the consummation by the Company of the transactions contemplated hereby
                                         and thereby (including, without limitation, the issuance and reservation for issuance
                                         of the Conversion Shares) will not (i) conflict with or result in a violation of any
                                         provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict
                                         with, or result in a breach of any provision of, or constitute a default (or an event
                                         which with notice or lapse of time or both could become a default) under, or give to
                                         others any rights of termination, amendment, acceleration or cancellation of, any agreement,
                                         indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries
                                         is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
                                         or decree (including federal and state securities laws and regulations and regulations
                                         of any self-regulatory organizations to which the Company or its securities are subject)
                                         applicable to the Company or any of its Subsidiaries or by which any property or asset
                                         of the Company or any of its Subsidiaries is bound or affected (except for such conflicts,
                                         defaults, terminations, amendments, accelerations, cancellations and violations as would
                                         not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company
                                         nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws
                                         or other organizational documents and neither the Company nor any of its Subsidiaries
                                         is in default (and no event has occurred which with notice or lapse of time or both could
                                         put the Company or any of its Subsidiaries in default) under, and neither the Company
                                         nor any of its Subsidiaries has taken any action or failed to take any action that would
                                         give to others any rights of termination, amendment, acceleration or cancellation of,
                                         any agreement, indenture or instrument to which the Company or any of its Subsidiaries
                                         is a party or by which any property or assets of the Company or any of its Subsidiaries
                                         is bound or affected, except for possible defaults as would not, individually or in the
                                         aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries,
                                         if any, are not being conducted, and shall not be conducted so long as the Buyer owns
                                         any of the Securities, in violation of any law, ordinance or regulation of any governmental
                                         entity. Except as specifically contemplated by this Agreement and as required under the
                                         1933 Act and any applicable state securities laws, the Company is not required to obtain
                                         any consent, authorization or order of, or make any filing or registration with, any
                                         court, governmental agency, regulatory agency, self regulatory organization or stock
                                         market or any third party in order for it to execute, deliver or perform any of its obligations
                                         under this Agreement, the Note in accordance with the terms hereof or thereof or to issue
                                         and sell the Note in accordance with the terms hereof and to issue the Conversion Shares
                                         upon conversion of the Note. All consents, authorizations, orders, filings and registrations
                                         which the Company is required to obtain pursuant to the preceding sentence have been
                                         obtained or effected on or prior to the date hereof. If the Company is listed on the
                                         OTCQB, the Company is not in violation of the listing requirements of the Over-the-Counter
                                         Bulletin Board (the “OTCQB”) and does not reasonably anticipate that the
                                         Common Stock will be delisted by the OTCQB in the foreseeable future. The Company and
                                         its Subsidiaries are unaware of any facts or circumstances which might give rise to any
                                         of the foregoing.



 






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		7.	SEC
                                         Documents; Financial Statements. The Company has timely filed all quarterly and annual
                                         reports, as required to be filed by it with the SEC pursuant to the reporting requirements
                                         of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all
                                         of the foregoing filed prior to the date hereof and all exhibits included therein and
                                         financial statements and schedules thereto and documents (other than exhibits to such
                                         documents) incorporated by reference therein, being hereinafter referred to herein as
                                         the “SEC Documents”). Upon written request the Company will deliver to the
                                         Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated
                                         documents. As of their respective dates, the SEC Documents complied in all material respects
                                         with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
                                         thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time
                                         they were filed with the SEC, contained any untrue statement of a material fact or omitted
                                         to state a material fact required to be stated therein or necessary in order to make
                                         the statements therein, in light of the circumstances under which they were made, not
                                         misleading. None of the statements made in any such SEC Documents is, or has been, required
                                         to be amended or updated under applicable law (except for such statements as have been
                                         amended or updated in subsequent filings prior the date hereof). As of their respective
                                         dates, the financial statements of the Company included in the SEC Documents complied
                                         as to form in all material respects with applicable accounting requirements and the published
                                         rules and regulations of the SEC with respect thereto. Such financial statements have
                                         been prepared in accordance with United States generally accepted accounting principles,
                                         consistently applied, during the periods involved and fairly present in all material
                                         respects the consolidated financial position of the Company and its consolidated Subsidiaries
                                         as of the dates thereof and the consolidated results of their operations and cash flows
                                         for the periods then ended (subject, in the case of unaudited statements, to normal year-end
                                         audit adjustments). Except as set forth in the financial statements of the Company included
                                         in the SEC Documents, the Company has no liabilities, contingent or otherwise, other
                                         than (i) liabilities incurred in the ordinary course of business subsequent to October
                                         31, 2014, and (ii) obligations under contracts and commitments incurred in the ordinary
                                         course of business and not required under generally accepted accounting principles to
                                         be reflected in such financial statements, which, individually or in the aggregate, are
                                         not material to the financial condition or operating results of the Company. The Company
                                         is subject to the reporting requirements of the 1934 Act.



 






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		8.	Absence
                                         of Certain Changes. Since October 31, 2014, there has been no material adverse change
                                         and no material adverse development in the assets, liabilities, business, properties,
                                         operations, financial condition, results of operations, prospects or 1934 Act reporting
                                         status of the Company or any of its Subsidiaries.



 


		9.	Absence
                                         of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation
                                         before or by any court, public board, government agency, self-regulatory organization
                                         or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
                                         against or affecting the Company or any of its Subsidiaries, or their officers or directors
                                         in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains
                                         a complete list and summary description of any pending or, to the knowledge of the Company,
                                         threatened proceeding against or affecting the Company or any of its Subsidiaries, without
                                         regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries
                                         are unaware of any facts or circumstances which might give rise to any of the foregoing.



 






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		10.	Patents,
                                         Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite
                                         licenses or rights to use all patents, patent applications, patent rights, inventions,
                                         know-how, trade secrets, trademarks, trademark applications, service marks, service names,
                                         trade names and copyrights (“Intellectual Property”) necessary to enable
                                         it to conduct its business as now operated (and, as presently contemplated to be operated
                                         in the future); there is no claim or action by any person pertaining to, or proceeding
                                         pending, or to the Company’s knowledge threatened, which challenges the right of
                                         the Company or of a Subsidiary with respect to any Intellectual Property necessary to
                                         enable it to conduct its business as now operated (and, as presently contemplated to
                                         be operated in the future); to the best of the Company’s knowledge, the Company’s
                                         or its Subsidiaries’ current and intended products, services and processes do not
                                         infringe on any Intellectual Property or other rights held by any person; and the Company
                                         is unaware of any facts or circumstances which might give rise to any of the foregoing.
                                         The Company and each of its Subsidiaries have taken reasonable security measures to protect
                                         the secrecy, confidentiality and value of their Intellectual Property.



 


		11.	No
                                         Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries
                                         is subject to any charter, corporate or other legal restriction, or any judgment, decree,
                                         order, rule or regulation which in the judgment of the Company’s officers has or
                                         is expected in the future to have a Material Adverse Effect. Neither the Company nor
                                         any of its Subsidiaries is a party to any contract or agreement which in the judgment
                                         of the Company’s officers has or is expected to have a Material Adverse Effect.



 


		12.	Tax
                                         Status. The Company and each of its Subsidiaries has made or filed all federal, state
                                         and foreign income and all other tax returns, reports and declarations required by any
                                         jurisdiction to which it is subject (unless and only to the extent that the Company and
                                         each of its Subsidiaries has set aside on its books provisions reasonably adequate for
                                         the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental
                                         assessments and charges that are material in amount, shown or determined to be due on
                                         such returns, reports and declarations, except those being contested in good faith and
                                         has set aside on its books provisions reasonably adequate for the payment of all taxes
                                         for periods subsequent to the periods to which such returns, reports or declarations
                                         apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
                                         authority of any jurisdiction, and the officers of the Company know of no basis for any
                                         such claim. The Company has not executed a waiver with respect to the statute of limitations
                                         relating to the assessment or collection of any foreign, federal, state or local tax.
                                         None of the Company’s tax returns is presently being audited by any taxing authority.



 






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		13.	Certain
                                         Transactions. Except for arm’s length transactions pursuant to which the Company
                                         or any of its Subsidiaries makes payments in the ordinary course of business upon terms
                                         no less favorable than the Company or any of its Subsidiaries could obtain from third
                                         parties and other than the grant of stock options disclosed on Schedule 3(c), none of
                                         the officers, directors, or employees of the Company is presently a party to any transaction
                                         with the Company or any of its Subsidiaries (other than for services as employees, officers
                                         and directors), including any contract, agreement or other arrangement providing for
                                         the furnishing of services to or by, providing for rental of real or personal property
                                         to or from, or otherwise requiring payments to or from any officer, director or such
                                         employee or, to the knowledge of the Company, any corporation, partnership, trust or
                                         other entity in which any officer, director, or any such employee has a substantial interest
                                         or is an officer, director, trustee or partner.



 


		14.	Disclosure.
                                         All information relating to or concerning the Company or any of its Subsidiaries set
                                         forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and
                                         otherwise in connection with the transactions contemplated hereby is true and correct
                                         in all material respects and the Company has not omitted to state any material fact necessary
                                         in order to make the statements made herein or therein, in light of the circumstances
                                         under which they were made, not misleading. No event or circumstance has occurred or
                                         exists with respect to the Company or any of its Subsidiaries or its or their business,
                                         properties, prospects, operations or financial conditions, which, under applicable law,
                                         rule or regulation, requires public disclosure or announcement by the Company but which
                                         has not been so publicly announced or disclosed (assuming for this purpose that the Company’s
                                         reports filed under the 1934 Act are being incorporated into an effective registration
                                         statement filed by the Company under the 1933 Act).



 






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		15.	Acknowledgment
                                         Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees
                                         that the Buyer is acting solely in the capacity of arm’s length purchasers with
                                         respect to this Agreement and the transactions contemplated hereby. The Company further
                                         acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the
                                         Company (or in any similar capacity) with respect to this Agreement and the transactions
                                         contemplated hereby and any statement made by the Buyer or any of its respective representatives
                                         or agents in connection with this Agreement and the transactions contemplated hereby
                                         is not advice or a recommendation and is merely incidental to the Buyer’ purchase
                                         of the Securities. The Company further represents to the Buyer that the Company’s
                                         decision to enter into this Agreement has been based solely on the independent evaluation
                                         of the Company and its representatives.



 


		16.	No
                                         Integrated Offering. Neither the Company, nor any of its affiliates, nor any person
                                         acting on its or their behalf, has directly or indirectly made any offers or sales in
                                         any security or solicited any offers to buy any security under circumstances that would
                                         require registration under the 1933 Act of the issuance of the Securities to the Buyer.
                                         The issuance of the Securities to the Buyer will not be integrated with any other issuance
                                         of the Company’s securities (past, current or future) for purposes of any shareholder
                                         approval provisions applicable to the Company or its securities.



 


		17.	No
                                         Brokers. The Company has taken no action which would give rise to any claim by any
                                         person for brokerage commissions, transaction fees or similar payments relating to this
                                         Agreement or the transactions contemplated hereby.



 


		18.	Permits;
                                         Compliance. The Company and each of its Subsidiaries is in possession of all franchises,
                                         grants, authorizations, licenses, permits, easements, variances, exemptions, consents,
                                         certificates, approvals and orders necessary to own, lease and operate its properties
                                         and to carry on its business as it is now being conducted (collectively, the “Company
                                         Permits”), and there is no action pending or, to the knowledge of the Company,
                                         threatened regarding suspension or cancellation of any of the Company Permits. Neither
                                         the Company nor any of its Subsidiaries is in conflict with, or in default or violation
                                         of, any of the Company Permits, except for any such conflicts, defaults or violations
                                         which, individually or in the aggregate, would not reasonably be expected to have a Material
                                         Adverse Effect. Since October 31, 2014, neither the Company nor any of its Subsidiaries
                                         has received any notification with respect to possible conflicts, defaults or violations
                                         of applicable laws, except for notices relating to possible conflicts, defaults or violations,
                                         which conflicts, defaults or violations would not have a Material Adverse Effect.



 






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		19.	Environmental
                                         Matters.



 


		1.	There
                                         are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries
                                         or any predecessor of the Company, no past or present violations of Environmental Laws
                                         (as defined below), releases of any material into the environment, actions, activities,
                                         circumstances, conditions, events, incidents, or contractual obligations which may give
                                         rise to any common law environmental liability or any liability under the Comprehensive
                                         Environmental Response, Compensation and Liability Act of 1980 or similar federal, state,
                                         local or foreign laws and neither the Company nor any of its Subsidiaries has received
                                         any notice with respect to any of the foregoing, nor is any action pending or, to the
                                         Company’s knowledge, threatened in connection with any of the foregoing. The term
                                         “Environmental Laws” means all federal, state, local or foreign laws relating
                                         to pollution or protection of human health or the environment (including, without limitation,
                                         ambient air, surface water, groundwater, land surface or subsurface strata), including,
                                         without limitation, laws relating to emissions, discharges, releases or threatened releases
                                         of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,
                                         “Hazardous Materials”) into the environment, or otherwise relating to the
                                         manufacture, processing, distribution, use, treatment, storage, disposal, transport or
                                         handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands
                                         or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
                                         permits, plans or regulations issued, entered, promulgated or approved thereunder.



 






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		2.	Other
                                         than those that are or were stored, used or disposed of in compliance with applicable
                                         law, no Hazardous Materials are contained on or about any real property currently owned,
                                         leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
                                         were released on or about any real property previously owned, leased or used by the Company
                                         or any of its Subsidiaries during the period the property was owned, leased or used by
                                         the Company or any of its Subsidiaries, except in the normal course of the Company’s
                                         or any of its Subsidiaries’ business.



 


		3.	There
                                         are no underground storage tanks on or under any real property owned, leased or used
                                         by the Company or any of its Subsidiaries that are not in compliance with applicable
                                         law.



 


		20.	Title
                                         to Property. The Company and its Subsidiaries have good and marketable title in fee
                                         simple to all real property and good and marketable title to all personal property owned
                                         by them which is material to the business of the Company and its Subsidiaries, in each
                                         case free and clear of all liens, encumbrances and defects except such as are described
                                         in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property
                                         and facilities held under lease by the Company and its Subsidiaries are held by them
                                         under valid, subsisting and enforceable leases with such exceptions as would not have
                                         a Material Adverse Effect.



 


		21.	Insurance.
                                         The Company and each of its Subsidiaries are insured by insurers of recognized financial
                                         responsibility against such losses and risks and in such amounts as management of the
                                         Company believes to be prudent and customary in the businesses in which the Company and
                                         its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason
                                         to believe that it will not be able to renew its existing insurance coverage as and when
                                         such coverage expires or to obtain similar coverage from similar insurers as may be necessary
                                         to continue its business at a cost that would not have a Material Adverse Effect. Upon
                                         written request the Company will provide to the Buyer true and correct copies of all
                                         policies relating to directors’ and officers’ liability coverage, errors
                                         and omissions coverage, and commercial general liability coverage.



 






    	16



    	 



    

 


		22.	Internal
                                         Accounting Controls. The Company and each of its Subsidiaries maintain a system of
                                         internal accounting controls sufficient, in the judgment of the Company’s board
                                         of directors, to provide reasonable assurance that (i) transactions are executed in accordance
                                         with management’s general or specific authorizations, (ii) transactions are recorded
                                         as necessary to permit preparation of financial statements in conformity with generally
                                         accepted accounting principles and to maintain asset accountability, (iii) access to
                                         assets is permitted only in accordance with management’s general or specific authorization
                                         and (iv) the recorded accountability for assets is compared with the existing assets
                                         at reasonable intervals and appropriate action is taken with respect to any differences.



 


		23.	Foreign
                                         Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director,
                                         officer, agent, employee or other person acting on behalf of the Company or any Subsidiary
                                         has, in the course of his actions for, or on behalf of, the Company, used any corporate
                                         funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating
                                         to political activity; made any direct or indirect unlawful payment to any foreign or
                                         domestic government official or employee from corporate funds; violated or is in violation
                                         of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made
                                         any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any
                                         foreign or domestic government official or employee.



 


		24.	Solvency.
                                         The Company (after giving effect to the transactions contemplated by this Agreement)
                                         is solvent (i.e., its assets have a fair market value in excess of the amount
                                         required to pay its probable liabilities on its existing debts as they become absolute
                                         and matured) and currently the Company has no information that would lead it to reasonably
                                         conclude that the Company would not, after giving effect to the transaction contemplated
                                         by this Agreement, have the ability to, nor does it intend to take any action that would
                                         impair its ability to, pay its debts from time to time incurred in connection therewith
                                         as such debts mature. The Company did not receive a qualified opinion from its auditors
                                         with respect to its most recent fiscal year end and, after giving effect to the transactions
                                         contemplated by this Agreement, does not anticipate or know of any basis upon which its
                                         auditors might issue a qualified opinion in respect of its current fiscal year.



 






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		25.	No
                                         Investment Company. The Company is not, and upon the issuance and sale of the Securities
                                         as contemplated by this Agreement will not be an “investment company” required
                                         to be registered under the Investment Company Act of 1940 (an “Investment Company”).
                                         The Company is not controlled by an Investment Company.



 


		26.	Breach
                                         of Representations and Warranties by the Company. If the Company breaches any of
                                         the representations or warranties set forth in this Section 3, and in addition to any
                                         other remedies available to the Buyer pursuant to this Agreement, it will be considered
                                         an Event of default under Section 3.4 of the Note.



 


		4.	COVENANTS.



 


		1.	Best
                                         Efforts. The parties shall use their best efforts to satisfy timely each of the conditions
                                         described in Section 6 and 7 of this Agreement.



 


		2.	Form
                                         D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities
                                         as required under Regulation D and to provide a copy thereof to the Buyer promptly after
                                         such filing. The Company shall, on or before the Closing Date, take such action as the
                                         Company shall reasonably determine is necessary to qualify the Securities for sale to
                                         the Buyer at the applicable closing pursuant to this Agreement under applicable securities
                                         or “blue sky” laws of the states of the United States (or to obtain an exemption
                                         from such qualification), and shall provide evidence of any such action so taken to the
                                         Buyer on or prior to the Closing Date.



 


		3.	Use
                                         of Proceeds. The Company shall use the proceeds for general working capital purposes.



 






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		4.	Right
                                         of First Refusal. Unless it shall have first delivered to the Buyer, at least seventy
                                         two (72) hours prior to the closing of such Future Offering (as defined herein), written
                                         notice describing the proposed Future Offering (“ROFR Notice”), including
                                         the terms and conditions thereof, identity of the proposed purchaser and proposed definitive
                                         documentation to be entered into in connection therewith, and providing the Buyer an
                                         option during the seventy two (72) hour period following delivery of such notice to purchase
                                         the securities being offered in the Future Offering on the same terms as contemplated
                                         by such Future Offering (the limitations referred to in this sentence and the preceding
                                         sentence are collectively referred to as the “Right of First Refusal”) (and
                                         subject to the exceptions described below), the Company will not conduct any institutional
                                         convertible debt financing in an amount less than $100,000 (“Future Offering(s)”)
                                         during the period beginning on the Closing Date and ending six (6) months following the
                                         Closing Date. Notwithstanding anything contained herein to the contrary, the Company
                                         shall not consummate any Future Offering with an investor, or an affiliate of such investor
                                         (collectively “Prospective Investor”), identified on an ROFR Notice whereby
                                         the Buyer exercised its Right of First Refusal for a period of forty (45) days following
                                         such exercise; and any subsequent offer by a Prospective Investor is subject to this
                                         Section 4(d) and the Right of First Refusal. In the event the terms and conditions of
                                         a proposed Future Offering are amended in any respect after delivery of the notice to
                                         the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice
                                         to the Buyer describing the amended terms and conditions of the proposed Future Offering
                                         and the Buyer thereafter shall have an option during the seventy two (72) hour period
                                         following delivery of such new notice to purchase its pro rata share of the securities
                                         being offered on the same terms as contemplated by such proposed Future Offering, as
                                         amended. The foregoing sentence shall apply to successive amendments to the terms and
                                         conditions of any proposed Future Offering. The Right of First Refusal shall not apply
                                         to any transaction involving (i) issuances of securities in a firm commitment underwritten
                                         public offering (excluding a continuous offering pursuant to Rule 415 under the 1933
                                         Act) or (ii) issuances of securities as consideration for a merger, consolidation or
                                         purchase of assets, or in connection with any strategic partnership or joint venture
                                         (the primary purpose of which is not to raise equity capital), or in connection with
                                         the disposition or acquisition of a business, product or license by the Company. The
                                         Right of First Refusal also shall not apply to the issuance of securities upon exercise
                                         or conversion of the Company’s options, warrants or other convertible securities
                                         outstanding as of the date hereof or to the grant of additional options or warrants,
                                         or the issuance of additional securities, under any Company stock option or restricted
                                         stock plan approved by the shareholders of the Company.



 






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		5.	Expenses.
                                         At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection
                                         with the negotiation, preparation, execution, delivery and performance of this Agreement
                                         and the other agreements to be executed in connection herewith (“Documents”),
                                         including, without limitation, reasonable attorneys’ and consultants’ fees
                                         and expenses, transfer agent fees, fees for stock quotation services, fees relating to
                                         any amendments or modifications of the Documents or any consents or waivers of provisions
                                         in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs
                                         of restructuring the transactions contemplated by the Documents. When possible, the Company
                                         must pay these fees directly, otherwise the Company must make immediate payment for reimbursement
                                         to the Buyer for all fees and expenses immediately upon written notice by the Buyer or
                                         the submission of an invoice by the Buyer. The Company’s obligation with respect
                                         to this transaction is to reimburse Buyer’ expenses shall be $3,000.



 


		6.	Financial
                                         Information. Upon written request the Company agrees to send or make available the
                                         following reports to the Buyer until the Buyer transfers, assigns, or sells all of the
                                         Securities: (i) within ten (10) days after the filing with the SEC, a copy of its
                                         Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports
                                         on Form 8-K; (ii) within one (1) day after release, copies of all press releases
                                         issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with
                                         the making available or giving to the shareholders of the Company, copies of any notices
                                         or other information the Company makes available or gives to such shareholders.



 


		7.	[INTENTIONALLY
                                         DELETED]



 






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		8.	Listing.
                                         The Company shall promptly secure the listing of the Conversion Shares upon each national
                                         securities exchange or automated quotation system, if any, upon which shares of Common
                                         Stock are then listed (subject to official notice of issuance) and, so long as the Buyer
                                         owns any of the Securities, shall maintain, so long as any other shares of Common Stock
                                         shall be so listed, such listing of all Conversion Shares from time to time issuable
                                         upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any
                                         of the Securities, maintain the listing and trading of its Common Stock on the OTCQB
                                         or any equivalent replacement exchange or electronic quotation system (including but
                                         not limited to the Pink Sheets electronic quotation system) and will comply in all respects
                                         with the Company’s reporting, filing and other obligations under the bylaws or
                                         rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges,
                                         as applicable. The Company shall promptly provide to the Buyer copies of any notices
                                         it receives from the OTCQB and any other exchanges or electronic quotation systems on
                                         which the Common Stock is then traded regarding the continued eligibility of the Common
                                         Stock for listing on such exchanges and quotation systems.



 


		9.	Corporate
                                         Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain
                                         its corporate existence and shall not sell all or substantially all of the Company’s
                                         assets, except in the event of a merger or consolidation or sale of all or substantially
                                         all of the Company’s assets, where the surviving or successor entity in such transaction
                                         (i) assumes the Company’s obligations hereunder and under the agreements and instruments
                                         entered into in connection herewith and (ii) is a publicly traded corporation whose Common
                                         Stock is listed for trading on the Pink Sheets, OTCQX, OTCQB, Nasdaq, Nasdaq SmallCap,
                                         NYSE or AMEX.



 


		10.	No
                                         Integration. The Company shall not make any offers or sales of any security (other
                                         than the Securities) under circumstances that would require registration of the Securities
                                         being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
                                         to be integrated with any other offering of securities by the Company for the purpose
                                         of any stockholder approval provision applicable to the Company or its securities.



 


		11.	Breach
                                         of Covenants. If the Company breaches any of the covenants set forth in this Section
                                         4, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
                                         it will be considered an event of default under Section 3.4 of the Note.



 






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		12.	Failure
                                         to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the
                                         Company shall comply with the reporting requirements of the 1934 Act to file quarterly
                                         and annual reports; and the Company shall continue to be subject to the reporting requirements
                                         of the 1934 Act.



 


		13.	Trading
                                         Activities. Neither the Buyer nor its affiliates has an open short position in the
                                         common stock of the Company and the Buyer agree 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.



 


		5.	Transfer
                                         Agent Instructions. The Company shall issue irrevocable instructions to its transfer
                                         agent to issue certificates, registered in the name of the Buyer or its nominee, for
                                         the Conversion Shares in such amounts as specified from time to time by the Buyer to
                                         the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable
                                         Transfer Agent Instructions”).  In the event that the Borrower proposes to
                                         replace its transfer agent, the Borrower shall provide, prior to the effective date of
                                         such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
                                         as initially delivered pursuant to the Purchase Agreement (including but not limited
                                         to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
                                         signed by the successor transfer agent to Borrower and the Borrower. Prior to registration
                                         of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares
                                         may be sold pursuant to Rule 144 without any restriction as to the number of Securities
                                         as of a particular date that can then be immediately sold, all such certificates shall
                                         bear the restrictive legend specified in Section 2(g) of this Agreement.  The Company
                                         warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions
                                         referred to in this Section 5, and stop transfer instructions to give effect to Section
                                         2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion
                                         Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant
                                         to Rule 144 without any restriction as to the number of Securities as of a particular
                                         date that can then be immediately sold), will be given by the Company to its transfer
                                         agent and that the Securities shall otherwise be freely transferable on the books and
                                         records of the Company as and to the extent provided in this Agreement and the Note;
                                         (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder
                                         its transfer agent in transferring (or issuing)(electronically or in certificated form)
                                         any certificate for Conversion Shares to be issued to the Buyer upon conversion of or
                                         otherwise pursuant to the Note as and when required by the Note and this Agreement; and
                                         (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
                                         delays, and/or hinders its transfer agent from removing) any restrictive legend (or to
                                         withdraw any stop transfer instructions in respect thereof) on any certificate for any
                                         Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the
                                         Note as and when required by the Note and this Agreement.  Nothing in this Section
                                         shall affect in any way the Buyer’s obligations and agreement set forth in Section
                                         2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon
                                         re-sale of the Securities.  If the Buyer provides the Company, at the cost of the
                                         Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions
                                         in comparable transactions, to the effect that a public sale or transfer of such Securities
                                         may be made without registration under the 1933 Act and such sale or transfer is effected
                                         or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant
                                         to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion
                                         Shares, promptly instruct its transfer agent to issue one or more certificates, free
                                         from restrictive legend, in such name and in such denominations as specified by the Buyer. 
                                         The Company acknowledges that a breach by it of its obligations hereunder will cause
                                         irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions
                                         contemplated hereby.  Accordingly, the Company acknowledges that the remedy at law
                                         for a breach of its obligations under this Section 5 may be inadequate and agrees, in
                                         the event of a breach or threatened breach by the Company of the provisions of this Section,
                                         that the Buyer shall be entitled, in addition to all other available remedies, to an
                                         injunction restraining any breach and requiring immediate transfer, without the necessity
                                         of showing economic loss and without any bond or other security being required.



 






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		6.	Conditions
                                         to the Company’s Obligation to Sell. The obligation of the Company hereunder
                                         to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction,
                                         at or before the Closing Date of each of the following conditions thereto, provided that
                                         these conditions are for the Company’s sole benefit and may be waived by the Company
                                         at any time in its sole discretion:



 


		1.	The
                                         Buyer shall have executed this Agreement and delivered the same to the Company.



 


		2.	The
                                         Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.



 


		3.	The
                                         representations and warranties of the Buyer shall be true and correct in all material
                                         respects as of the date when made and as of the Closing Date as though made at that time
                                         (except for representations and warranties that speak as of a specific date), and the
                                         Buyer shall have performed, satisfied and complied in all material respects with the
                                         covenants, agreements and conditions required by this Agreement to be performed, satisfied
                                         or complied with by the Buyer at or prior to the Closing Date.



 


		4.	No
                                         litigation, statute, rule, regulation, executive order, decree, ruling or injunction
                                         shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
                                         authority of competent jurisdiction or any self-regulatory organization having authority
                                         over the matters contemplated hereby which prohibits the consummation of any of the transactions
                                         contemplated by this Agreement.



 


		7.	Conditions
                                         to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder
                                         to purchase the Note at the Closing is subject to the satisfaction, at or before the
                                         Closing Date of each of the following conditions, provided that these conditions are
                                         for the Buyer’s sole benefit and may be waived by the Buyer at any time in its
                                         sole discretion:



 


		1.	The
                                         Company shall have executed this Agreement and delivered the same to the Buyer.



 


		2.	The
                                         Company shall have delivered to the Buyer the duly executed Note (in such denominations
                                         as the Buyer shall request) in accordance with Section 1(b) above.



 


		3.	The
                                         Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest
                                         of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s
                                         Transfer Agent.



 






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		4.	The
                                         representations and warranties of the Company shall be true and correct in all material
                                         respects as of the date when made and as of the Closing Date as though made at such time
                                         (except for representations and warranties that speak as of a specific date) and the
                                         Company shall have performed, satisfied and complied in all material respects with the
                                         covenants, agreements and conditions required by this Agreement to be performed, satisfied
                                         or complied with by the Company at or prior to the Closing Date. The Buyer shall have
                                         received a certificate or certificates, executed by the chief executive officer of the
                                         Company, dated as of the Closing Date, to the foregoing effect and as to such other matters
                                         as may be reasonably requested by the Buyer including, but not limited to certificates
                                         with respect to the Company’s Certificate of Incorporation, By-laws and Board of
                                         Directors’ resolutions relating to the transactions contemplated hereby.



 


		5.	No
                                         litigation, statute, rule, regulation, executive order, decree, ruling or injunction
                                         shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
                                         authority of competent jurisdiction or any self-regulatory organization having authority
                                         over the matters contemplated hereby which prohibits the consummation of any of the transactions
                                         contemplated by this Agreement.



 


		6.	No
                                         event shall have occurred which could reasonably be expected to have a Material Adverse
                                         Effect on the Company including but not limited to a change in the 1934 Act reporting
                                         status of the Company or the failure of the Company to be timely in its 1934 Act reporting
                                         obligations to file quarterly and annual reports.



 


		7.	The
                                         Conversion Shares shall have been authorized for quotation on the OTCQB and trading in
                                         the Common Stock on the OTCQB shall not have been suspended by the SEC or the OTCQB.



 


		8.	The
                                         Buyer shall have received an officer’s certificate described in Section 3(c) above,
                                         dated as of the Closing Date.



 






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		8.	Governing
                                         Law; Miscellaneous.



 


		1.	Governing
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of New York without regard to principles of conflicts of laws. Any action
                                         brought by either party against the other concerning the transactions contemplated by
                                         this Agreement shall be brought only in the state courts of New York or in the federal
                                         courts located in the state and county of Nassau. 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 Company and Buyer waive trial by jury. 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
                                         Document 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.



 


		2.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         an original but all of which shall constitute one and the same agreement and shall become
                                         effective when counterparts have been signed by each party and delivered to the other
                                         party.



 


		3.	Headings.
                                         The headings of this Agreement are for convenience of reference only and shall not form
                                         part of, or affect the interpretation of, this Agreement.



 


		4.	Severability.
                                         In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable
                                         under any law shall not affect the validity or enforceability of any other provision
                                         hereof.



 






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		5.	Entire
                                         Agreement; Amendments. This Agreement and the instruments referenced herein contain
                                         the entire understanding of the parties with respect to the matters covered herein and
                                         therein and, except as specifically set forth herein or therein, neither the Company
                                         nor the Buyer makes any representation, warranty, covenant or undertaking with respect
                                         to such matters. No provision of this Agreement may be waived or amended other than by
                                         an instrument in writing signed by the majority in interest of the Buyer.



 


		6.	Notices.
                                         All notices, demands, requests, consents, approvals, and other communications required
                                         or permitted hereunder shall be in writing and, unless otherwise specified herein, shall
                                         be (i) personally served, (ii) deposited in the mail, registered or certified, return
                                         receipt requested, postage prepaid, (iii) delivered by reputable air courier service
                                         with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
                                         as set forth below or to such other address as such party shall have specified most recently
                                         by written notice. Any notice or other communication required or permitted to be given
                                         hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile,
                                         with accurate confirmation generated by the transmitting facsimile machine, at the address
                                         or number designated below (if delivered on a business day during normal business hours
                                         where such notice is to be received), or the first business day following such delivery
                                         (if delivered other than on a business day during normal business hours where such notice
                                         is to be received) or (b) on the second business day following the date of mailing by
                                         express courier service, fully prepaid, addressed to such address, or upon actual receipt
                                         of such mailing, whichever shall first occur. The addresses for such communications shall
                                         be:



 


If
to the Company, to:


PROGREEN
PROPERTIES, INC.


380
North Old Woodward Avenue - Suite 300


Birmingham,
MI 48009


Attn:
JAN TELANDER, Chief Executive Officer


facsimile:
[enter fax number]


 






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


Michael
Paige PLLC


Attn:
Michael Paige


1120
20th Street, NW


Washington,
DC 20036


facsimile:
(202) 457-1678


 


If
to the Buyer:


VIS
VIRES GROUP, INC.


111
Great Neck Road – Suite 216


Great
Neck, NY 11021


Attn:
Curt Kramer, President


e-mail:
info@visviresgroup.com


 


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


Naidich
Wurman LLP


Att:
Judah A. Eisner, Esq.


Attn:
Bernard S. Feldman, Esq.


facsimile:
516-466-3555


 


Each
party shall provide notice to the other party of any change in address.


 


		7.	Successors
                                         and Assigns. This Agreement shall be binding upon and inure to the benefit of the
                                         parties and their successors and assigns. Neither the Company nor the Buyer shall assign
                                         this Agreement or any rights or obligations hereunder without the prior written consent
                                         of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer
                                         may assign its rights hereunder to any person that purchases Securities in a private
                                         transaction from the Buyer or to any of its “affiliates,” as that term is
                                         defined under the 1934 Act, without the consent of the Company.



 


		8.	Third
                                         Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
                                         and their respective permitted successors and assigns, and is not for the benefit of,
                                         nor may any provision hereof be enforced by, any other person.



 






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		9.	Survival.
                                         The representations and warranties of the Company and the agreements and covenants set
                                         forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence
                                         investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify
                                         and hold harmless the Buyer and all their officers, directors, employees and agents for
                                         loss or damage arising as a result of or related to any breach or alleged breach by the
                                         Company of any of its representations, warranties and covenants set forth in this Agreement
                                         or any of its covenants and obligations under this Agreement, including advancement of
                                         expenses as they are incurred.



 


		10.	Publicity.
                                         The Company, and the Buyer shall have the right to review a reasonable period of time
                                         before issuance of any press releases, SEC, OTCQB or FINRA filings, or any other public
                                         statements with respect to the transactions contemplated hereby; provided, however,
                                         that the Company shall be entitled, without the prior approval of the Buyer, to make
                                         any press release or SEC, OTCQB (or other applicable trading market) or FINRA filings
                                         with respect to such transactions as is required by applicable law and regulations (although
                                         the Buyer shall be consulted by the Company in connection with any such press release
                                         prior to its release and shall be provided with a copy thereof and be given an opportunity
                                         to comment thereon).



 


		11.	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.



 


		12.	No
                                         Strict Construction. The language used in this Agreement will be deemed to be the
                                         language chosen by the parties to express their mutual intent, and no rules of strict
                                         construction will be applied against any party.



 


		13.	Remedies.
                                         The Company acknowledges that a breach by it of its obligations hereunder will cause
                                         irreparable harm to the Buyer by vitiating the intent and purpose of the transaction
                                         contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
                                         a breach of its obligations under this Agreement will be inadequate and agrees, in the
                                         event of a breach or threatened breach by the Company of the provisions of this Agreement,
                                         that the Buyer shall be entitled, in addition to all other available remedies at law
                                         or in equity, and in addition to the penalties assessable herein, to an injunction or
                                         injunctions restraining, preventing or curing any breach of this Agreement and to enforce
                                         specifically the terms and provisions hereof, without the necessity of showing economic
                                         loss and without any bond or other security being required.



 






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IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 


	 	PROGREEN
    PROPERTIES, INC.
	 	 	 
	 	By:	/s/
    Jan Telander
	 	 	JAN
    TELANDER
	 	 	Chief
    Executive Officer 


 


	 	VIS
    VIRES GROUP, INC.
	 	 	 
	 	By:	/s/
    Kurt Kramer
	 	Name:
    	Curt
    Kramer
	 	Title:   	President
	 	 	111
    Great Neck Road – Suite 216
	 	 	Great
    Neck, NY  11021


 


	AGGREGATE SUBSCRIPTION AMOUNT:	 	 	 
	 	 	 	 
	Aggregate Principal Amount of Note:	 	$	33,000.00	 
	 	 	 	 	 
	Aggregate Purchase Price:	 	$	33,000.00	 
	 	 	 	 	 



 


Tranche
#1 VVG-1047 (PGEI)


March
12, 2015


jan@progreenproperties.com


jan.telander@gmail.com


 


 


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