CODE GREEN APPAREL CORP. (OTCMKTS:CGAC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Convertible Promissory Note with Power Up Lending Group
Ltd.

On May 24, 2017, to a Securities Purchase Agreement dated May 22,
2017,Code Green Apparel Corp. (we, us and the
Company)sold a 9% Convertible Promissory Note dated May
22, 2017, in the principal amount of $32,500, to Power Up Lending
Group Ltd. (Power Up and the Power Up Note). The
principal amount of the note accrues interest at 9% per annum
until paid or converted into common stock (22% upon the
occurrence of an event of default). The Power Up Note has a
maturity date of February 28, 2018. We have the right to prepay
the note prior to maturity, provided that we pay a prepayment
penalty of between 15% and 40%, depending on the number of days
that have elapsed from the date the note was sold, together with
accrued interest. After the maturity date we have no right to
repay the Power Up Note.

The Power Up Note is convertible into shares of our common stock
beginning 180 days after the issuance date, at a conversion price
equal to the greater of 65% of the average of the two lowest
trading prices during the 20 trading days prior to the applicable
conversion and $0.00006 per share.

In the event we fail to deliver the shares of common stock
issuable upon conversion of thenotewithin three business days of
our receipt of a conversion notice, we are required to payPower
Up$2,000 per day for each day that we fail to deliver such
shares, subject to certain exceptions.

At no time may thePower Up Notebe converted into shares of our
common stock if such conversion would result inPower Upand its
affiliates owning an aggregate of in excess of 4.99% of the then
outstanding shares of our common stock.

ThePower Up Noteprovides for standard and customary events of
default such as failing to timely make payments under thePower Up
Notewhen due and the failure of the Company to timely comply with
the Securities Exchange Act of 1934, as amended, reporting
requirements. Additionally, upon the occurrence of certain
defaults, as described in thePower Up Note, we are required to
payPower Upliquidated damages in addition to the amount owed
under thePower Up Note.

We hope to repay thePower Up Noteprior to any conversion. In the
event that thePower Up Noteis not repaid in cash in its entirety,
Company shareholders may suffer dilution if and to the extent
that the balance of thePower Up Noteis converted into common
stock.

The description of thePower Up Noteand Note Purchase Agreement
above is not complete and is qualified in its entirety by the
full text of thePower Up Note and Securities Purchase Agreement,
filed herewith asExhibits 10.2 and 10.1, respectively,
which are incorporated by reference in this Item 1.01.

Convertible Note with JSJ Investments Inc.

On May 25, 2017, we sold a 10% Convertible Promissory Note to JSJ
Investments Inc. (JSJ and the JSJ Convertible Note)
in the amount of $100,000. The note included a $7,500 original
issuance discount and we paid $2,000 of JSJs legal fees in
connection with our entry into the note. Amounts owed under the
JSJ Convertible Note accrue interest at the rate of 10% per annum
(18% upon an event of default). The JSJ Convertible Note is
payable by us on demand by JSJ at any time after February 25,
2018. We have the right to prepay the JSJ Convertible Note prior
to the maturity date in the event we pay a prepayment penalty of
between 30% to 45% of the principal then due, together with
accrued interest, provided that the note can only be repaid if
JSJ consents to such repayment.

The JSJ Convertible Note and all accrued interest is convertible
at the option of the holder thereof into the Companys common
stock at any time. The conversion price of the JSJ Convertible
Note is 55% (a 45% discount) of the lower of (a) the third lowest
intra-day trading prices of the Companys common stock during the
20 trading days prior to any conversion date of the note, and (b)
the lowest intra-day trading price of the Companys common stock
during the 20 trading days prior to the entry into the note. In
the event we do not issue the holder the shares due in connection
with a conversion within three business days, we are required to
pay the holder $2,000 per day until such shares are delivered. In
the event certain defaults under the note occur the conversion
discount increases by 5%.

The JSJ Convertible Note contains standard and customary events
of default, including in the event we fail to timely file any and
all reports due with the Securities and Exchange Commission. Upon
the occurrence of an event of default, we are required to
payJSJliquidated damages in addition to the amount owed under
theJSJ Convertible Note.

At no time may the JSJ Convertible Note be converted into shares
of our common stock if such conversion would result in JSJ and
its affiliates owning an aggregate of in excess of 4.99% of the
then outstanding shares of our common stock, provided such
percentage may be increased or decreased by JSJ upon not less
than 61 days prior written notice to us.

We hope to repay theJSJ Convertible Note prior to any conversion.
In the event that theJSJ Convertible Noteis not repaid in cash in
its entirety, Company shareholders may suffer dilution if and to
the extent that the balance of theJSJ Convertible Note is
converted into common stock.

The description of theJSJ Convertible Note above is not complete
and is qualified in its entirety by the full text of theJSJ
Convertible Note, filed herewith asExhibit 10.3, which is
incorporated by reference in this Item 1.01.

Convertible Promissory Note with Auctus Fund, LLC

On June 5, 2017, to a Securities Purchase Agreement,wesold a 10%
Convertible Promissory Note in the principal amount of $150,000
to Auctus Fund, LLC (Auctus and the Auctus Convertible
Note). The principal amount of the note accrues at 10% per
annum until paid or converted into common stock (24% upon the
occurrence of an event of default). The Auctus Convertible Note
has a maturity date of March 5, 2018. Auctus paid $100,000 of the
purchase price of the note at the closing and agreed to pay
$50,000 of the purchase price within forty five (45) days after
the closing date, so long as an event of default under the note
has not occurred. The note can be repaid at any time prior to the
180^th day after the issuance date subject to
prepayment penalties of between 35% and 50% of the principal
amount of the note, together with accrued interest, depending on
what repaid.

At closing, we reimbursed Auctus legal expenses in the amount of
$2,750 and paid $8,333 to Auctus to cover due diligence,
monitoring, and other transaction costs incurred for services
rendered by Auctus. An additional $4,167 in due diligence,
monitoring, and other transaction costs are due in connection
with the payment of the $50,000 portion of the purchase price.

The Auctus Convertible Note is convertible into shares of our
common stock at any time, at a conversion price equal to 58% of
the lowest trading price during the prior 20 trading days,
subject to anti-dilution rights.

If we do not deliver common stock due upon a conversion of the
note by DWAC, an additional 10% discount will apply for all
future conversions under the note. If our common stock is
chilled for deposit into the DTC system and only eligible
for clearing deposit, an additional 15% discount will apply for
all future conversions under the note while the chill is
in effect. Additionally, if we cease to be a reporting company or
if the note cannot be converted into free trading shares after
181 days from the closing date, an additional 30% discount will
apply. Additionally, if we fail to maintain our status as DTC
Eligible for any reason, or, if the conversion price is less
than $0.0005 at any time, the principal amount of the note is
increased by $10,000. If an event of default under the note
occurs after the sixth month anniversary of the closing date, the
principal amount of the note increases by $15,000. If the note is
not paid at maturity, the principal amount of the note increases
by $15,000. If, we do not maintain or replenish the reserve of
shares required under the note within three (3) business days of
the request of Auctus, the principal amount of the note increases
by $5,000 per occurrence.

In the event we fail to deliver the shares of common stock
issuable upon conversion of thenotewithin three business days of
our receipt of a conversion notice, we are required to
payAuctus$1,000 per day for each day that we fail to deliver such
shares.

At no time may theAuctus Convertible Notebe converted into shares
of our common stock if such conversion would result inAuctusand
its affiliates owning an aggregate of in excess of 4.99% of the
then outstanding shares of our common stock, subject to the right
of Auctus to increase such percentage to 9.99% with 61 days prior
notice.

TheAuctus Convertible Noteprovides for standard and customary
events of default such as failing to timely make payments under
theAuctus Convertible Notewhen due and the failure of the Company
to timely comply with the Securities Exchange Act of 1934, as
amended, reporting requirements. Additionally, upon the
occurrence of certain defaults, as described in theAuctus
Convertible Note, we are required to payAuctusliquidated damages
in addition to the amount owed under theAuctus Convertible Note.

We also agreed to the Securities Purchase Agreement that until
the sooner of the six month anniversary of the closing date or
the payment of the note in full, or full conversion of the note,
we would not, directly or indirectly, without Auctus prior
written consent, which consent shall not be unreasonably,
undertake certain transactions, including solicit any offers for,
respond to any unsolicited offers for, or conduct any
negotiations with any other person or entity in respect of any
variable rate debt transactions (i.e., transactions where the
conversion or exercise price of the security issued by the
Company varies based on the market price of the common stock)
above $500,000 (per variable rate debt transaction).

We hope to repay theAuctus Convertible Noteprior to any
conversion. In the event that theAuctus Convertible Noteis not
repaid in cash in its entirety, Company shareholders may suffer
dilution if and to the extent that the balance of theAuctus
Convertible Noteis converted into common stock.

The description of theAuctus Convertible Noteand Securities
Purchase Agreement above is not complete and is qualified in its
entirety by the full text of theAuctus Convertible Note and
Securities Purchase Agreement, filed herewith asExhibits 10.5
and 10.4, respectively, which are incorporated by reference
in this Item 1.01.

The disclosures above in Item 1.01, below the headings
Convertible Promissory Note with Power Up Lending Group
Ltd., Convertible Note with JSJ Investments Inc. and
Convertible Promissory Note with Auctus Fund, LLC are
incorporated by reference in this Item 2.03 in their entirety.

As described above under Item 1.01, which disclosures are
incorporated by reference in this Item 3.02, on May 22, 2017 we
sold Power Up, the Power Up Note, on May 25, 2017, we sold JSJ
the JSJ Convertible Note, and on June 5, 2017, we sold Auctus,
the Auctus Convertible Note. The notes are convertible into our
common stock at a discount to the trading price of our common
stock as described in greater detail above. We claim an exemption
from registration for the issuances of such convertible
securities to Section 4(a)(2) and/or Rule 506 of Regulation D of
the Securities Act of 1933, as amended (the Securities
Act), since the foregoing issuances did not involve a public
offering, the recipients were (i) an accredited investor;
and/or (ii) had access to similar documentation and information
as would be required in a Registration Statement under the
Securities Act, and the recipients acquired the securities for
investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. The
securities were offered without any general solicitation by us or
our representatives. No underwriters or agents were involved in
the foregoing issuances and we paid no underwriting discounts or
commissions. The securities sold are subject to transfer
restrictions, and the certificates evidencing the securities
contain an appropriate legend stating that such securities have
not been registered under the Securities Act and may not be
offered or sold absent registration or to an exemption therefrom.

*Filed herewith.

About CODE GREEN APPAREL CORP. (OTCMKTS:CGAC)

Code Green Apparel Corp., formerly J.D. Hutt Corporation, is engaged in the business of manufacturing, selling, marketing and outfitting companies of all sizes and industries with eco-friendly apparel. The Company offers apparels made from recycled textiles. The Company’s corporate apparel market encompasses a range of apparel products and accessories, including uniforms, caps, t-shirts, aprons, pants, shorts, jackets and accessories. The Company provides its line of recycled clothing to organizations of various sizes, hosting promotional, fundraising and special events. Its apparel collection is also available to distributors and screen printers through its wholesale distribution channel. As of December 31, 2015, the Company had not generated any revenues.