**Exhibit 4.2**

 

SECUREDCONVERTIBLE NOTE

 

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FORVALUE RECEIVED Next Graphite, Inc., a Nevada corporation listed on OTC Markets as GPNE (the "Borrower"), hereby promisesto pay to the order of Iron Grid Ltd., or registered assigns (the "Holder") the principal amount of One Hundred ThousandDollars ($100,000.00) together with interest (as set forth herein), on or prior to December 31, 2015 (the "Maturity Date"). The principal balance of this Note and accrued interest shall be payable pursuant to Paragraph 1.

 

1.            Paymentsof Principal and Interest. 

 

(a)Payment of Principal and Interest. The principal balance of this Note and any accrued interest shall be paid to the Holderhereof on the Maturity Date. The Borrower may prematurely pay or prepay any outstanding principal balance or accrued interestto the Holder. Any amount of principal on this Note outstanding shall bear interest at the rate of five percent (5%) per annumfrom the date thereof until the same is paid.

 

(b)Default Interest. Any amount of principal on this Note which is not paid when due shall bear interest at the rate of sevenpercent (7%) per annum from the date thereof until the same is paid ("Default Interest").

 

(c)General Payment Provisions. This Note shall be made in lawful money of the United States of America by check to such accountas the Holder may from time to time designate by written notice to the Borrower in accordance with the provisions of this Note.Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below),the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment datewhich is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into accountfor purposes of determining the amount of interest due on such date. For purposes of this Note, "Business Day" shallmean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Delaware are authorized or requiredby law or executive order to remain closed. Notwithstanding the foregoing, all or any part of any amounts owing under the Noteshall be convertible at the Holder’s discretion into common shares of Borrower’s stock at a 25% discount to the priceper share at conversion.

 

2.            SecurityInterest. Borrower hereby grants Holder a continuing security interest in the assets of Borrower to secure all obligationsand performance of Borrower’s duties hereunder (collectively, the "Obligations"). Notwithstanding anythingcontained herein to the contrary, any rights granted to Holder pursuant to the security interest granted hereunder may only beenforced following prior written notice of a default of the Obligations to Borrower with a five (5) day opportunity for each partyto cure such default.

 

3.            Defaultsand Remedies.

 

(a) Eventsof Default. An "Event of Default" is: (i) default for five (5) days in payment of interest or DefaultInterest on this Note; (ii) default in payment of the principal amount of this Note when due; (iii) failure by the Borrowerfor five (5) days after notice to it to comply with any other material provision of this Note.

 

(b) Remedies.If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interestand Default Interest and other amounts due, to be due and payable immediately.

 

 

4.            Voteto Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writingsigned by the Borrower and the Holder.

 

5.            Lostor Stolen Note. Upon receipt by the Borrower of evidence satisfactory to the Borrower of the loss, theft, destruction ormutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder tothe Borrower in a form reasonably acceptable to the Borrower and, in the case of mutilation, upon surrender and cancellationof the Notes, the Borrower shall execute and deliver a new Note of like tenor and date and in substantially the same form asthis Note.

 

6.            Paymentof Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection orenforcement or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holderof this Note in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving aclaim under this Note, then the Borrower shall pay to the Holder all reasonable attorneys' fees, costs and expenses incurredin connection therewith, in addition to all other amounts due hereunder.

 

7.            Cancellation.After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall automatically bedeemed canceled, shall be surrendered to the Borrower for cancellation and shall not be reissued.

 

8.            Waiverof Notice. To the extent permitted by law, the Borrower hereby waives demand, notice, protest and all other demands andnotices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

 

9.            GoverningLaw. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,validity, interpretation and performance of this Note shall be governed by, the laws of the State of Nevada, without givingeffect to provisions thereof regarding conflict of laws. **EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, ANDAGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER.**

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10.          Remedies,Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall becumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree ofspecific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliancewith the provisions giving rise to such remedy and nothing herein shall limit a Holder's right to pursue actual damages forany failure by the Borrower to comply with the terms of this Note. 

 

11.          SpecificShall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more generalprovision contained herein. This Note shall be deemed to be jointly drafted by the Borrower and all Holders and shall not be construedagainst any person as the drafter hereof.

 

12.          Failureor Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege hereundershall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude otheror further exercise thereof or of any other right, power or privilege.

 

**INWITNESS WHEREOF,**the Borrower has caused this Note to be signed as of the Issuance Date.

 

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