PROGREEN US, INC. (OTCMKTS:PGUS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Vista Capital Investments LLC Convertible Note

Effective on May 11, 2017, the Company issued a convertible note,
in the principal amount of $110,000, bearing interest at the rate
of 8% per annum applied as a one-time charge on the Issue Date
(the Convertible Note) to Vista Capital Investments LLC (the
Holder) to a Securities Purchase Agreement dated May 3, 2017. The
Convertible Note provides for a $10,000 OID, such that the
purchase price for the Convertible Note is $100,000. The
Convertible Note provides the Holder the right, at any time after
120 days from the Issue Date of the Convertible Note, to convert
the outstanding balance (including accrued and unpaid interest)
of such Convertible Note into shares of the Companys common stock
at a price (Conversion Price) for each share of common stock
equal to $0.035. Upon the occurrence of an Event of Default, the
Conversion Price shall be redefined to equal 65% of the lowest
trade occurring during the twenty-five (25) consecutive Trading
Days immediately preceding the applicable Conversion Date on
which the Holder elects to convert all or part of this Note,
subject to adjustment as provided in this Note. The Convertible
Note is payable, along with interest thereon, on November 29,
2017. On the Closing Date, the Company issued to the Holder a
five-year common stock purchase warrant to purchase 2,000,000
shares of common stock, at an exercise price of $0.05 per share.

The Company may redeem the Convertible Note as follows: (i) if
the redemption is within the first 90 days, then for an amount
equal to 105% of the unpaid principal amount of the Convertible
Note along with any interest that has accrued during that period;
(ii) after the 91^st day, but prior to the
120^th, then for an amount equal to 110% of the unpaid
principal amount of the Convertible Note along with any accrued
interest; after the 121^st day, but prior to the
150^th, then for an amount equal to 115% of the unpaid
principal amount of the Convertible Note along with any accrued
interest; and after the 151^st day, then for an amount
equal to 120% of the unpaid principal amount of the Convertible
Note along with any accrued interest.

The Convertible Note provides for customary events of default
such as failing to timely make payments under the Convertible
Note when due, unsatisfied judgments against the Company, failure
to issue conversion shares in a timely manner and failure of the
Company to file annual and quarterly reports with the Securities
and Exchange Commission. Upon the occurrence of an event of
default, as described in the Convertible Note, without the need
for any party to give any notice or take any other action, the
Outstanding Balance immediately and automatically increases to
135% of the Outstanding Balance immediately prior to the
occurrence of the Event of Default (the Default Sum). Upon the
occurrence of any Event of Default, the Note becomes immediately
due and payable and the Company is required to pay to the Holder,
in full satisfaction of its obligations under the Convertible
Note, an amount equal to the Outstanding Balance, together with
all costs, including, without limitation, legal fees and
expenses, of collection, and the Holder shall be entitled to
exercise all other rights and remedies available at law or in
equity.

Convertible Promissory Note Issued May 15, 2017

Effective on May 15, 2017, the Company entered into a Securities
Purchase Agreement with Power Up Lending Group Ltd. (Lender), to
which the Company sold the Lender a convertible note in the
amount of $46,500, bearing interest at the rate of 12% per annum
(the Convertible Note). The Convertible Note provides the Lender
the right, at any time after 180 days from the Issue Date of the
Convertible Note, to convert the outstanding balance (including
accrued and unpaid interest) of such Convertible Note into shares
of the Companys common stock at the Conversion Price equal to 58%
multiplied by the Market Price, defined as the average of the
lowest two (2) Trading Prices for the common stock during the
fifteen (15) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. The Convertible Note is
payable, along with interest thereon on February 15, 2018. In the
event that any principal or interest is not timely paid, such
amount accrues interest at 22% per annum until paid in full.

The Company may repay the Convertible Note (prior to conversion),
at 120% of such note (and accrued and unpaid interest thereon) if
the note is repaid during the period beginning on the Issue Date
and ending 150 days following the Issue Date; and 125% of such
note (and accrued and unpaid interest thereon) if such note is
repaid during the period beginning on the date that is 151 days
from the Issue Date and ending 180 days following the Issue Date.
After 180 days have elapsed from the Issue Date the Company has
no right to prepay the Convertible Note.

The Note provides for customary events of default such as failing
to timely make payments under the Note when due, unsatisfied
judgments against the Company, failure to issue conversion shares
in a timely manner and failure of the Company to file annual and
quarterly reports with the Securities and Exchange Commission.
Upon the occurrence of an event of default, as described in the
Convertible Note, the Note shall become immediately due and
payable and the Company is required to pay to the Lender, in full
satisfaction of its obligations hereunder, an amount equal to the
greater of (i) 150% times the sum of (w) the then outstanding
principal amount of the Note plus (x) accrued and unpaid
interest on the unpaid principal amount of the Note to the date
of payment (the Mandatory Prepayment Date) plus (y) Default
Interest, if any, (the Default Sum) or (ii) the parity value of
the Default Sum to be prepaid, where parity value means (a) the
highest number of shares of common stock issuable upon conversion
of or otherwise to such Default Sum, treating the Trading Day
immediately preceding the Mandatory Prepayment Date as the
Conversion Date for purposes of determining the lowest applicable
Conversion Price, unless the Default Event arises as a result of
a breach in respect of a specific Conversion Date in which case
such Conversion Date shall be the Conversion Date), multiplied
by (b) the highest Closing Price for the common stock during
the period beginning on the date of first occurrence of the Event
of Default and ending one day prior to the Mandatory Prepayment
Date (the Default Amount), and the Lender shall be entitled to
exercise all other rights and remedies available at law or in
equity. If the Company fails to pay the Default Amount within
five (5) business days of written notice that such amount is due
and payable, then the Lender shall have the right at any time, to
require the Company, upon written notice, to immediately issue,
in lieu of the Default Amount, the number of shares of common
stock of the Company equal to the Default Amount divided by the
Conversion Price then in effect.

Convertible Promissory Note Issued May 16, 2017

Effective on May 16, 2017, the Company issued a convertible note,
in the principal amount of $113,000, bearing interest at the rate
of 12% per annum (the Convertible Note) to JSJ Investments Inc.
(the Holder). The Convertible Note provides for a $7,000 OID,
such that the purchase price for the Convertible Note is
$106,000. The Convertible Note provides the Holder the right, at
any time after 180 days from the Issue Date of the Convertible
Note, to convert the outstanding balance (including accrued and
unpaid interest) of such Convertible Note into shares of the
Companys common stock at a price (Conversion Price) for each
share of common stock equal to a 52% discount to the lowest
trading price during the previous fifteen (15) trading days to
the date of a Conversion Notice. The Maturity Date of the
Convertible Note is February 10, 2018.

The Company may pay the Convertible Note in full, together with
any and all accrued and unpaid interest, plus any applicable
pre-payment premium at any time on or prior to the date which
occurs 180 days after the Issuance Date hereof (the Prepayment
Date). In the event the Convertible Note is not prepaid in full
on or before the Prepayment Date, it shall be deemed a
Pre-Payment Default hereunder. Until the Ninetieth (90th) day
after the Issuance Date the Company may pay the principal at a
cash redemption premium of 120%, in addition to outstanding
interest, without the Holders consent; from the 91st day to the
Prepayment Date, the Company may pay the principal at a cash
redemption premium of 125%, in addition to outstanding interest,
without the Holders consent. After the Prepayment Date up to the
Maturity Date the Convertible Note shall have a cash redemption
premium of 135% of the then outstanding principal amount of the
Note, plus accrued interest and Default Interest, if any, which
may only be paid by the Company upon Holders prior written
consent.

The Convertible Note provides for customary events of default
such as failing to timely make payments under the Convertible
Note when due, bankruptcy, failure to issue conversion shares in
a timely manner and failure of the Company to file annual and
quarterly reports with the Securities and Exchange Commission. If
an Event of Default occurs, the Holder may in its sole discretion
determine to request immediate repayment of all or any portion of
the Convertible Note that remains outstanding; at such time the
Company will be required to pay the Holder the Default Amount
(defined herein) in cash. The Default Amount is defined as: the
product of (A) the then outstanding principal amount of the
Convertible Note, plus accrued Interest and Default Interest,
divided by (B) the Conversion Price as determined on the Issuance
Date, multiplied by (C) the highest price at which the Common
Stock traded at any time between the Issuance Date and the date
of the Event of Default. If the Company fails to pay the Default
Amount within five (5) Business Days of written notice that such
amount is due and payable, then Holder shall have the right at
any time, so long as the Company remains in default (and so long
and to the extent there are a sufficient number of authorized but
unissued shares), to require the Company, upon written notice, to
immediately issue, in lieu of the Default Amount, the number of
shares of Common Stock of the Company equal to the Default Amount
divided by the Conversion Price then in effect.

The foregoing descriptions, and defined terms used in such
descriptions, of the SECURITY PURCHASE AGREEMENT, Convertible
NoteS AND COMMON STOCK PURCHASE WARRANT do not purport to be
complete and are qualified in their entirety by reference to the
FORMS OF SECURITY PURCHASE AGREEMENT, Convertible NoteS and
warrant, which were filed as Exhibits 10.48 TO 10.52 to the
companys Current Report on Form 8-K filed with the Securities and
exchange commission on May 17, 2017, and are incorporated herein
by reference.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity
Securities.

The following table sets forth the sales of unregistered
securities since the Companys last report filed under this item.

(1) The issuances to lenders and investors are viewed by the
Company as exempt from registration under the Securities Act of
1933, as amended (Securities Act), alternatively, as transactions
either not involving any public offering, or as exempt under the
provisions of Regulation D promulgated by the SEC under the
Securities Act.

About PROGREEN US, INC. (OTCMKTS:PGUS)

ProGreen US, Inc. (ProGreen), formerly ProGreen Properties, Inc., owns and manages residential real estate rental property in the Oakland County, Michigan area. The Company is engaged in acquiring, refurbishing and upgrading residential real estate. The Company purchases residential real estate apartment homes, condominiums and houses in the State of Michigan. The Company is focusing its investments and interest in agricultural land in Baja California, Mexico. The Company’s investment properties are marketed by ProGreen Realty LLC, a subsidiary of ProGreen and managed by its subsidiary, Progreen Properties Management LLC. In addition, the Company’s subsidiary, ProGreen Construction LLC, performs various construction and development services for properties, which are held and under development. As of April 30, 2016, the Company owned 14 properties.

PROGREEN US, INC. (OTCMKTS:PGUS) Recent Trading Information

PROGREEN US, INC. (OTCMKTS:PGUS) closed its last trading session down -0.0002 at 0.0221 with 146,625 shares trading hands.