ProGreen Properties, Inc. (Form: 8-K, Received: 03/09/2016 15:01:45)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2016

PROGREEN PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-25429	59-3087128
(State or Other Jurisdiction	(Commission	( I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

6355 E. Surrey Road, Bloomfield, MI		48301
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (248) 530-0770

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01. Entry into a Material Definitive Agreement

Authorization of Series B Preferred Stock and Purchase of Properties from AMREFA

On March 8, 2016 (the “Effective Date”), the Company entered into a purchase agreement (“Agreement”) with American Residential Fastigheter AB, a company formed under the laws of Sweden (“AMREFA”), in connection with our purchase of AMREFA’s U.S. subsidiary, American Residential Gap LLC, a Michigan limited liability company (the “ARG”), which holds real estate properties in Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. The purchase price for ARG is $1,285,000 (the net asset value of ARG, as determined by the parties, which is paid by the issuance to AMREFA of 8,093,541 shares of a new Series B Convertible Preferred Stock (“Series B Preferred Stock”) of Progreen. The stated value, for purposes of liquidation or redemptions, of the shares of Series B Preferred Stock to be issued to AMREFA equals the purchase price for ARG [reference is made to Item 5.03 in this report for a description of the terms of the Series B Preferred Stock].

Item 3.02. Unregistered Sale of Equity Securities.

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

Date	Title and Amount(1)	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts
March 9, 2016	Issuance to American Residential Fastigheter AB (“AMREFA”) of 8,093,541 shares of Series B Convertible Preferred Stock. which shares were issued to AMREFA as payment of the purchase price for the purchase by the Company of AMREFA’s American Residential Gap LLC subsidiary.	Private Investor.	NA	$0.1587 per share ($1,265,000)/NA

March 9, 2016	Issuance to AMREFA of 441,084 shares of Series B Convertible Preferred Stock. which shares were issued to AMREFA in consideration of AMREFA’s conversion of $70,000 of outstanding debt of the Company owed to AMREFA.	Private Investor.	NA	$0.1587 per share ($70,000)/NA

Item 5.03. Amendment to Articles of Incorporation and By-Laws.

Series B Preferred Stock

The Company filed a Certificate of Designations for its new Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware on March 9, 2016, pursuant to Board of Director approval on March 9, 2016 [See Exhibit 3.1e filed with this Report.]

Terms of the Series B Convertible Preferred Stock

The number of authorized shares of the Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”) is 8,534,625. Each share of Series B Preferred Stock has a par value of $0.0001 per share and a stated value of $0.1587 per share (the “ Stated Value ”). On and after March 8, 2017, at the option of the holder the shares of Series B Preferred Stock are convertible into shares of Progreen common stock, par value $.0001 per share (“Progreen Common Stock”), at a conversion price per share of the weighted average closing prices of the Progreen Common Stock for the 20 trading days immediately prior to the one-year anniversary of the Effective Date (the “Conversion Price”). The holders of the Series B Preferred Stock have the option to notify the Company within the period commencing February 1, 2017 and ending February 15, 2017 (“Redemption Notice Period”), of their election to redeem their shares of Series B Preferred Stock at the Stated Value thereof. Written notice to the Company of a holder’s election to redeem their shares of Series B Preferred Stock shall be received by the Corporation during the Redemption Notice Period or no later than three (3) business days following the Redemption Notice Period. The Company is required to effect payment for shares as to which the redemption is requested by the holder or holders thereof on or prior to August 31, 2017. On and after September 1, 2017, the shares of Series B Preferred Stock shall automatically convert into Progreen Common Stock if the market price for the Progreen Common Stock is 150% of the Conversion Price for a period of 20 trading days.

Each holder of record on September 8, 2016 and March 8, 2017 of the Series B Preferred Stock shall be entitled to receive a cash dividend at the annual rate of 7% of the Stated Value of the shares of Series B Preferred Stock held by such holder. Additionally, holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. For any other dividends or distributions, the Series B Preferred Stock will participate with the Corporation’s common stock on an as-converted basis.

The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value per share for each share of Series B Preferred Stock held, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. If, at any time while any shares of Series B Preferred Stock remain outstanding, the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Price will be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split.

The Company has authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA. [Reference is made to Item 1.01 above in this Report.]

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

3.1e		Certificate of Designations for Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 9, 2016.

10.31		Purchase Agreement, dated March 8, 2016, between the Company and American Residential Fastigheter AB.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROGREEN PROPERTIES, INC.
Dated: March 9, 2016
	By:	/s/ Jan Telander
		Jan Telander, Chief Executive Officer

EXHIBIT 3.1e

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

FOR THE

SERIES B CONVERTIBLE PREFERRED STOCK

PROGREEN PROPERTIES, INC.

The undersigned, the President of Progreen Properties, Inc., a Delaware corporation (the "Corporation"), in accordance with the provisions of Section 151(g) the Delaware General Corporation Law, does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the following resolution creating the Series B Convertible Preferred Stock, was duly adopted on February 9, 2016:

RESOLVED, that, pursuant to authority expressly vested in it by the Certificate of Incorporation, the Board of Directors hereby approves the designation and issuance of the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which series shall have the following powers, designations, preferences and relative, participating, optional or other rights and the following qualifications, limitations or restrictions thereof as set forth in Exhibit I for the Series B Preferred Stock.

EXHIBIT I

SERIES B CONVERTIBLE PREFERRED STOCK TERMS

Section 1. Designation, Amount and Par Value .

The series of preferred stock shall be designated as the Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”), and the number of shares so designated and authorized shall be Eight Million Five Hundred Thirty-FourThousand, Six Hundred Twenty-Five (8,534,625). Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a stated value of $0.1587 per share (the “ Stated Value ”).

Section 2. Distributions .

So long as any shares of Series B Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of ninety percent (90%) of the shares of Series B Preferred Stock then outstanding (the “ Requisite Holders ”), (a) redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 9), (b) directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, or (c) set aside any monies to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities.

The sale, conveyance or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall be deemed a voluntary liquidation, dissolution or winding up of the corporation for purposes of this paragraph. The merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall not be deemed to be an event of liquidation, dissolution or winding up, if the holders of the Series B Preferred Stock outstanding upon the effectiveness of such merger or combination, receive for each share of Series B Preferred Stock one share of preference stock of the resulting or surviving corporation, which share of preferred stock will have rights and privileges roughly equivalent to the rights and privileges of the Series B Preferred Stock.

Section 2a. Dividends.

Section 2b. Optional Redemption.

The holders of the Series B Preferred Stock have the option to notify the Corporation within the period commencing February 1, 2017 and ending February 15, 2017 (“Redemption Notice Period”), of their election to redeem their shares of Series B Preferred Stock at the Stated Value thereof. Written notice to the Corporation of a holder’s election to redeem their shares of Series B Preferred Stock shall be received by the Corporation during the Redemption Notice Period or no later than three (3) business days following the Redemption Notice Period. The Company shall effect payment for shares as to which the redemption is requested by the holder or holders thereof on or prior to August 31, 2017 (the “Redemption Date”).

Section 3. Voting Rights; Negative Covenants . The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy. So long as any shares of Series B Preferred Stock are outstanding, the Company shall not and shall cause its subsidiaries not to, without the affirmative vote of the Requisite Holders, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend this Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase the authorized or designated number of shares of Series B Preferred Stock, (e) issue any additional shares of Series B Preferred Stock (including the reissuance of any shares of Series B Preferred Stock converted for Common Stock), (f) issue any Senior Securities, or (g) enter into any agreement with respect to the foregoing.

Section 4. Liquidation . Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or a Sale (as defined below) (a “ Liquidation ”), the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series B Preferred Stock shall be distributed among the holders of Series B Preferred Stock ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record Holder of Series B Preferred Stock. A “ Sale ” shall mean a sale of the majority of assets, a merger (other than where the Company is the surviving entity) or consolidation by the Company with another corporation or other entity.

Section 5. Conversion .

(a) Conversion at Option of Holder . On and after March 8, 2017, at the option of the holder the shares of Series B Preferred Stock shall be convertible into shares of Progreen common stock, par value $.0001 per share (“Progreen Common Stock”), at a conversion price per share of the weighted average closing prices of the Progreen Common Stock for the 20 trading days immediately prior to the one-year anniversary of the Effective Date (the “Conversion Price”) on which date the Series B Preferred Stock shall first become convertible. To effect a conversion, the Holder must deliver or fax an executed Notice of Conversion in the form attached hereto as Exhibit A (“Notice of Conversion”) to the Company, Attn: President, as provided in this Paragraph. The Notice of Conversion shall be executed by the Holder of one or more shares of Series B Preferred Stock (such Holder, a “Converting Holder”) and shall indicate such Holder’s intention to convert the specific number of converted shares, representing all or a portion of the Holder’s shares of Series B Preferred Stock. The date of conversion (the “Conversion Date”) shall be deemed to be the date on which the Holder faxes or otherwise delivers a Notice of Conversion to the Company, provided that, if the Notice of Conversion represents the conversion of all of the then unconverted Preferred Stock of the Holder, the Holder must deliver to the Company the certificate or certificates representing all of the Holder’s Series B Preferred Stock no later than five (5) Trading Days thereafter. Each Conversion Notice shall specify the number of shares of Series B Preferred Stock to be converted, the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice (the “ Conversion Date ”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is delivered pursuant to this Section 5(a). On and after September 1, 2017, the shares of Series B Preferred Stock shall automatically convert into Progreen Common Stock if the market price for the Progreen Common Stock is 150% of the Conversion Price for a period of 20 trading days.

(b) Not later than five (5) Trading Days after a Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the number of shares of Common Stock being issued upon the conversion of shares of Series B Preferred Stock. The Company shall, upon request of the Holder, use reasonable efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

(c) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Progreen Common Stock solely for the purpose of issuance upon conversion of Series B Preferred Stock, as herein provided, free from preemptive rights or any other actual or contingent purchase rights of persons other than the holders of Series B Preferred Stock, not less than 100% of such number of shares of Progreen Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 6 upon the conversion of all outstanding shares of Series B Preferred Stock hereunder). The Company covenants that all shares of Progreen Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.

Section 6. Adjustments to Conversion Price .

(a) The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Sale . If, for as long as any shares of Series B Preferred Stock remain outstanding, the Company enters into a merger (other than where the Company is the surviving entity) or consolidation with another corporation or other entity (collectively, a "Sale"), the Company will require, in the agreements reflecting such transaction, that the surviving entity and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock of the Company are entitled to receive as a result of such transaction, expressly assume the obligations of the Company hereunder. Notwithstanding the foregoing, if the Company enters into a Sale and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such Sale, the Company and any such successor, purchaser or transferee will agree that the Series B Preferred Stock may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation or transfer by a Holder of the number of shares of Common Stock into which then outstanding shares of Series B Preferred Stock might have been converted immediately before such merger, consolidation or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable. In the event of any such proposed Sale, the Holder hereof shall have the right to convert all of any of the outstanding Series B Preferred Stock by delivering a Notice of Conversion to the Company within 15 days of receipt of notice of such Sale from the Company.

(ii) Spin Off . If, for as long as any shares of Series B Preferred Stock remain outstanding the Company consummates a spin off or otherwise divests itself of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “ Spin Off ”) in which the Company, in addition to or in lieu of any other compensation received by the Company for such business, operations or assets, causes securities of another entity (the “ Spin Off Securities ”) to be issued to security holders of the Company, then the Company shall cause to be reserved Spin Off Securities equal to the number thereof which would have been issued to all Holders had all shares of Series B Preferred Stock outstanding on the record date (the “ Record Date ”), for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (such outstanding shares of Series B Preferred Stock, the “ Outstanding Preferred Stock ”), if all Shares of Series B Preferred Stock had been converted as of the close of business on the Trading Day immediately before the Record Date (the “ Reserved Spin Off Securities ”);

(iii). Stock Splits, etc . If, at any time while any shares of Series B Preferred Stock remain outstanding (“Outstanding Shares”), the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Price and any other amounts calculated as contemplated by this Certificate of Designations shall be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split. By way of illustration, and not in limitation, of the foregoing (a) if the Company effectuates a 2:1 split of its Common Stock, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such split, the Conversion Price shall be adjusted to equal one-half of what it had been calculated to be immediately prior to such split; (b) if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such reverse split, the Conversion Price shall be adjusted to equal ten times what it had been calculated to be immediately prior to such split; and (c) if the Company declares a stock dividend of one share of Common Stock for every 10 shares outstanding, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such dividend, the Conversion Price shall be adjusted to equal such amount multiplied by a fraction, of which the numerator is the number of shares (10 in the example) for which a dividend share will be issued and the denominator is such number of shares plus the dividend share(s) issuable or issued thereon (11 in the example).

(iv). Notice of Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Holder of Series B Preferred Stock, furnish to such Holder a like certificate setting forth (a) such adjustment or readjustment,

(b) the Conversion Price in effect at the time and (c) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of a share of Series B Preferred Stock.

Section 7. Status as Stockholder . Upon submission of a Notice of Conversion by a Holder of Series B Preferred Stock, (i) the shares covered thereby shall be deemed converted into shares of Common Stock and (ii) the holder’s rights as a Holder of such converted shares of Series B Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Certificate of Designations.

Section 8. Rank of Series . For proposes of this Certificate of Designation, the shares of Series B Preferred Stock shall rank junior to any stock of all other series of preferred stock currently issued, as to liquidation, winding up, or dissolution, as applicable, in preference or priority to the holders of such other class or classes.

Section 9. Definitions . For the purposes hereof, the following terms shall have the following meanings:

“ Business Day ” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“ Common Stock ” means the common stock, $.0001 par value per share, of the Company, and stock of any other class into which such shares may hereafter have been reclassified or changed.

“ Issuance Date ” means the date printed on the certificate(s) evidencing the issuance of the Series B Preferred Stock.

“ Holder ” means a registered holder of a share or shares of Series B Preferred Stock.

“ Junior Securities ” means the Common Stock.

“ Liquidation Preference ” means, with respect to a share of Series B Preferred Stock, an amount equal to the Stated Value thereof.

“ Person ” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

“ Senior Securities ” means each class or series of capital stock of the Company authorized prior to the original filing of this Certificate of Designations that, by its terms, is senior to the Series B Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

“ Trading Day ” means (a) a day on which the Common Stock is traded on OTC Markets or other stock exchange or market on which the Common Stock has been listed, or (b) if the Common Stock is not quoted on the OTC Markets, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices).

EXHIBIT A

CONVERSION NOTICE

Date of Conversion Notice: ___________________________

(To be executed by the registered holder

to convert shares of Series B Preferred Stock)

The undersigned hereby elects, in accordance with the terms and conditions of the Certificate of Designation, to convert the number of shares of Series B Convertible Preferred Stock indicated below, into shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Progreen Properties, Inc. (the “Company”), as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the undersigned for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to effect conversion: __________________________________

Number of shares of Series B Convertible Preferred Stock to be converted: __________________

Number of shares of Common Stock to be issued: _____________________________________

Name of Holder: ______________________________________________________________

Address of Holder: ____________________________________________________________

Authorized Signature /s/ Jan Telander

IN WITNESS WHEREOF , the undersigned being the President of the Corporation, has hereunto signed this Certificate of Designations this 9th day of March, 2016.

EXHIBIT 10.31

SALE OF LLC INTEREST AGREEMENT

THIS SALE OF LIMITED LIABIITY COMPANY INTEREST AGREEMENT (this “ Agreement ”) is dated as of March 8, 2016 (the “ Effective Date ”), and is made and entered into by and between Progreen Properties, Inc., a Delaware corporation (“ Buyer ”) and American Residential Fastigheter AB, a company formed under the laws of Sweden (“ Seller ”), in connection with Seller’s sale of all of its interest in American Residental Gap LLC, a Michigan limited liability company (the “ Company ”) to Buyer.

Seller is the beneficial and record owner of 100% of the membership interests in the Company; and

Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of Seller’s membership interest in the Company, which constitute 100% of the ownership of the Company (the “ Seller’s Interest ”) on the terms and conditions set forth in this Agreement.

Therefore, Buyer and Seller agree as follows:

ARTICLE I

SALE AND PURCHASE

1.1 Sale and Purchase of Seller’s Interest . On the Effective Date, Seller shall sell, assign, and transfer to Buyer all of the Seller’s Interest in the Company, and Buyer shall purchase, acquire, and accept the Seller’s Interest from Seller, all upon the terms and conditions set forth in this Agreement.

1.2 Purchase Price . The purchase price for the Seller’s Interest shall be One Million Two Hundred Eighty-Five Thousand ($1,285,000) Dollars (the net asset value of the Company as determined by the parties to this Agreement, the “ Purchase Price ”), which shall be paid by the issuance to Seller of Eight Million Ninety-Three Thousand, Five Hundred Forty-One (8,093,541) shares of Series B Convertible Preferred Stock of the Buyer, the terms of which are set forth in Exhibit A to this Agreement (the “ Shares ”), the number of Shares being subject to adjustment so as to equal the number of outstanding common shares of Seller on the Effective Date, and the aggregate stated or liquidation value of the Shares to equal the Purchase Price.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

2.1 Authority and Capacity . Seller is a corporation duly organized, validly existing, and in good standing under the laws of Sweden and has all requisite power, authority from its shareholders and capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

2.2 Binding Agreement . This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.

2.3 Title to Seller’s Interest . Seller is the lawful record and beneficial owner of all of Seller’s ownership Interest in the Company, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. Seller shall sign such documents and provide such certificates as may be required to evidence the sale of Seller’s Interest in the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

3.1 Authority and Capacity of Buyer; No Default of Company . Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Buyer in accordance with and subject to its terms.

ARTICLE IV

COVENANTS OF BUYER; POST-CLOSING MATTERS

4.1 Closing . The closing of the purchase and sale of the Share Interests shall take place at date and time as may be mutually agreed to by Buyer and Sellers following approval by the shareholders of Seller of the sale of the Company to Buyer.

4.2 Closing Deliveries . At the closing, the Seller shall deliver to Buyer (a) such deeds, and bills of sale and assignments that are necessary to effect the sale, transfer and delivery to Buyer of all shares and/or other ownership interests in and to the Company, and Buyer shall deliver certificates or other evidences of ownership of 8,093,541 shares of Series B Preferred Stock registered in the name of Seller, and (b) 441,084 shares or other evidences of ownership of Series B Preferred Stock registered in the name of Seller in payment and satisfaction of $70,000 of outstanding debt owed by Buyer to Seller.

4.3 Publicity ConcerningTransaction. Buyer shall make such filings with the Securities and Exchange Commission as may be required in connection with this transaction. The parties shall reasonably cooperate with each other in making announcements and issuing publicity concerning the transaction.

4.4 Amendment to Operating Agreement. Immediately following the Effective Date, Buyer shall cause the Company to amend its Operating Agreement to reflect Buyer as the owner of 100% of the ownership interests in the Company.

ARTICLE V

MISCELLANEOUS

5.1 Entire Agreement . This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof.

5.2 Governing Law . This Agreement shall be interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Michigan without reference to applicable choice or conflicts of laws principles.

5.3 Further Assurances . Each of the parties hereto shall from time to time at the request of the other party hereto, and without further consideration, execute and deliver to such other party such further instruments of transfer and conveyance and take such other action as the other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

Executed as of the date first above written.

Buyer:

Progreen Properties, Inc., a Delaware corporation

	By:		/s/ Jan Telander
			Jan Telander
	Its:		President and Chief Executive Officer

Seller:

American Residential Fastigheter AB, a corporation
		formed under the laws of Sweden
	By:		/s/ Michael Lindstrom
			Michael Lindstrom
	Its:		President

EXHIBIT A

Series B Preferred Stock of Progreen Properties, Inc. (“Progreen”)

Summary of Terms (March 8, 2016)

The Company:	Progreen Properties, Inc., a Delaware corporation (the “Company”).
The Securities:	Series B Convertible Preferred Stock (“Series B Preferred Stock”); Stated Value: $0.1587 per share (the “Stated Value”).

Dividends:	Each holder of record on September 8, 2016 and March 8, 2017 of the Series B Preferred Stock shall be entitled to receive a cash dividend at the annual rate of 7% of the Stated Value of the shares of Series B Preferred Stock held by such holder. Additionally, holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. For any other dividends or distributions, the Series B Preferred Stock will participate with the Corporation’s Common Stock on an as-converted basis.

Liquidation Preference:	In the event of any liquidation of Progreen, or merger or sale in which the shareholders of Progreen do not own a majority of the outstanding shares of the surviving corporation, the holders of Series B Preferred Stock will be entitled to receive in preference to the holders of Progreen Common Stock an amount per share equal to their Stated Value plus all accrued but unpaid dividends (“Liquidation Preference”).

Conversion and Redemption Rights:	The shares of Series B Preferred Stock shall be convertible into shares of Progreen common stock, par value $.0001 per share (“Progreen Common Stock”) at a conversion price per share of the Progreen Common Stock equal to the weighted average closing prices of the Progreen Common Stock for the 20 trading days immediately prior to the one-year anniversary of the Effective Date (the “Conversion Price”) on which date the Series B Preferred Stock shall first become convertible. Further terms of the Series B Preferred Stock shall be as follows: •The Series B Preferred Stock shall have full voting rights in accordance with the underlying conversion shares of PROGREEN Common Stock and full rights to all dividends and distributions with respect to such shares of Series B Preferred Stock as declared by the Progreen Board of Directors; •The Conversion Price shall be proportionately adjusted to reflect all stock splits or combinations of shares generally applicable to the Progreen Common Stock; •The Series B Preferred Stock shall provide for option of the holder or holders of the Series B Preferred Stock to notify Progreen within the period commencing February 1, 2017 and ending February 15, 2017, of their election to redeem their shares of Series B Preferred Stock at the Stated Value thereof, Progreen to effect payment for shares as to which the redemption is requested by the holder or holders thereof on or prior to August 31, 2017; and •On and after September 1, 2017, the shares of Series B Preferred Stock shall automatically convert into Progreen Common Stock if the market price for the Progreen Common Stock is 150% of the Conversion Price for a period of 20 trading days.

Other provisions:
Anti-dilution:	The conversion price of the Series B Preferred Stock will be adjusted on a “ broad-based weighted-average ” basis, in the event that the Progreen issues additional shares of Common Stock or Common equivalents (other than for stock option grants and other customary exclusions) at a purchase price less than the applicable Series B Preferred Stock conversion price. Proportional anti-dilution protection for stock splits, stock dividends, combinations, recapitalizations, etc.

Voting Rights:	For so long as shares of Series B Preferred Stock remain outstanding, the prior vote or written consent of a majority of the Series B Preferred Stock will be required for any action that , (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase the authorized or designated number of shares of Series B Preferred Stock, (e) issue any additional shares of Series B Preferred Stock (including the reissuance of any shares of Series B Preferred Stock converted for Common Stock), (f) issue any Senior Securities, or (g) enter into any agreement with respect to the foregoing.