Exhibit
4.5


 


NANOFLEX
POWER CORPORATION 

12%
CONVERTIBLE REDEEMABLE PROMISSORY NOTE

 

	Effective
                                         Date November 1, 2019

 

Due
November 1, 2020

	US
                                         $69,300.00




 

THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

FOR
VALUE RECEIVED NanoFIex Power Corporation (the “Company”) promises to pay to the order of APG Capital Holdings,
LLC, and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount
of Sixty-Nine Thousand Three Hundred Dollars exactly (U.S. $69,300.00) on November 1, 2020 (“Maturity Date”).
The Company will pay interest on the principal amount outstanding at the rate of 12% per annum, which will commence on November
1, 2019. The Company acknowledges that this Note was issued with a $6,300.00 original issue discount (“OID”) such
that the issuance price was $63,000.00. The interest will be paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable
at 4846 N. University Drive, Suite 103, Lauderhill, FL 3351, initially, and if changed, last appearing on the records of the Company
as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding
principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to
the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the
Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall
satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer.
Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

This
Note is subject to the following additional provisions:

 

1.           
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested
by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that
Holder shall pay any tax or other governmental charges payable in connection there-with.

 

	 	 
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2.           
Under all applicable laws, the Company shall be entitled to withhold any amounts from all payments it is entitled to.

 

3.           
This Note may only be transferred or exchanged in compliance with the Securities Act of 1933, as amended (“Act”)
and any applicable state securities laws. All attempts transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4.           
(a) The Holder of this Note has the option, beginning on the issuance date of this Note and up until the six (6) month anniversary,
to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common
stock (the “Common Stock”) at a price (“Conversion Price”) of $0.25 per share. There-after,
for each share of Common Stock equal to 40% discount of the lowest trading price (“Lowest Trading Price”)
of the Common Stock as reported on the otcmarkets.com exchange which the Company’s shares are traded or any exchange upon
which the Common Stock may be traded in the future (“Exchange”), for the twenty prior
trading days, including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion
is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price). The Notice of Conversion may be rescinded if the shares have
not been delivered within 3 business days. The Company shall deliver the shares of Common Stock to the Holder within 3 business
days of receipt by the Company of the Notice of Conversion. The Holder shall surrender this Note to the Company upon receipt of
the shares of Common Stock, executed by the Holder. This will make clear the Holder’s intention to convert this Note or
a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject
to conversion. The number of issuable shares will be rounded to the nearest whole share, and no fractional shares or scrip representing
fractions of shares will be issued on conversion. In the event the Company experiences a DTC “Chill” on
its shares, the conversion price discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding
anything to the contrary contained in the Note (except as set forth below in this Section), the Note shall not be convertible
by Investor, and Company shall not affect any conversion of the Note or otherwise issue any shares of Common Stock to the extent
(but only to the extent) that Investor together with any of its affiliates would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the determination of
whether a Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by Investor
or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities
owned by Investor and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis
of the first submission to Company for conversion, exercise or exchange (as the case may be). No prior inability to convert a
Note, or to issue shares of Common Stock, pursuant to this Section shall have any effect on the applicability of the provisions
of this Section with respect to any subsequent determination of convertibility. For purposes of this Section, beneficial ownership
and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership)
shall be determined in accordance with Section 13(e) of the 1934 Act (as defined below) and the rules and regulations promulgated
thereunder. The provisions of this Section shall be implemented in a manner otherwise than in strict conformity with the terms
of this Section to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such Maximum Percentage limitation. The limitations contained in this Section shall apply to a successor holder
of this Note and shall be unconditional, irrevocable and non-waivable. For any reason at any time, upon the written or oral request
of Investor, Company shall within one (1) business day confirm orally and in writing to Investor the number of shares of
Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities
into Common Stock, including, without limitation, pursuant to this Note.


 





	 	 
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(b)          
Interest on any unpaid principal balance of this Note shall be paid at the rate of 12% per annum. Interest shall be paid, by the
Company, in Common Stock (“Interest Shares”). Holder may send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c)          
During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:
(i) if the redemption occurs within the first 90 days then an amount equal to 135% of the face amount plus any accrued interest,
(ii) if the redemption occurs after the first 90 days but before the 180th day following the issuance of this Note,
then an amount equal to 150% of the face amount of this Note along with any accrued interest. This Note may not be redeemed after
180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the
redemption will be invalid and the Company may not redeem this Note.

 

(d)          
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of
related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the
Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company
with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange
of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to
as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for
150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder,
such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into
shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 





	 	 
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(e)          
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection
with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder
of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and
number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have
been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such
Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. lf the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or
successor person or entity acting in good faith.

 

5.           
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6.           
The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7.           
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred
by the Holder in collecting any amount due under this Note.

 

8.           
While this Note is outstanding and to the extent the Company grants any other party more favorable investment terms, which will
include but not be limited to, interest rate, original issue discount, conversion discount or look-back period. The terms of the
Note shall automatically adjust to match those more favorable terms.


 





	 	 
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9.           
If one or more of the following described “Events of Default” shall occur:

 

(a)             The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or

 

(b)            The
Company does not notify the Holder within three (3) business days of granting another party more favorable investment terms;
or

 

(c)             Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(d)            
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation
of the Company under this Note or any other note issued to the Holder; or

 

(e)            
The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make
an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for relief,
consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or

 

(f)             
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(g)            
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody
or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(h)            
One or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars
($100,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior
to the date of any proposed sale thereunder; or

 

(i)             
The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has
entered and failed to cure such default within the appropriate grace period; or


 





	 	 
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(j)             
The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days; or

 

(k)            
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board; or

 

(l)             
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within
3 business days of its receipt of a Notice of Conversion; or

 

(m)           
The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

 

(n)           
The Company shall lost the “bid” price for its stock in a market (including the OTCQB marketplace or other exchange);
or

 

(o)            
The Company is in arrears for more than 30 days with its Transfer Agent, the conversion discount shall be increased from 40%
to 50%; or

 

(p)           
The Company shall (1) not replenish the reserve set forth in Section 13, within 3 business days of the request of the
Holder, (2) change Transfer Agents without providing notice and an updated and signed Transfer Agent Letter within 5
business days of the change.

 

(q)           
Following any Event of Default, the Conversion Price discount shall be permanently increased an additional five percent (5%);
or

 

Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without
presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein
or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of
24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by
law. In the event of a breach of Section 8(1) the penalty shall be $250 per day the shares are not issued beginning on the 4th
day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(j), (k), (1), (m) or (q) the outstanding principal due under this Note shall increase by 50%.
If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.


 





	 	 
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The
terms of future financings dictate so long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries
of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date)
with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not
similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term
and such term, at the Holder’s option, shall become a part of this Note and its supporting documentation.. The types of terms
contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms
addressing conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant
coverage.

 

If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

At
the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the
3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

 

Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

 

The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.

 

10.        
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.

 

11.        
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed
by the Company and the Holder.


 





	 	 
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12.         
The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if
it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10
type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i)
write a 144- 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s
counsel.

 

13.        
The Company shall reserve 5,000,000 shares of Common Stock for conversions under this Note (the “Share Reserve”).
The investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of
Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The
Company shall pay all costs associated with issuing and delivering the shares. At all times, the reserve shall be maintained with
the Transfer Agent at four times the amount of shares required if the Note would be fully converted.

 

14.        
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

15.        
This Note shall be governed by and construed in accordance with the laws of Florida applicable to contracts made and wholly to
be performed within the State of Florida and shall be binding upon the successors and assigns of each party hereto. The Holder
and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State
of Florida. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original.

 

IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

	Dated:

	November
                                                                                                                      1,                                          2019 

	 	 

	 

	 
	 	 	 	 	 	 
	 

	 

	 	


NANOFLEX
POWER CORPORATION 


	 
	 	 	 	 	 
	 

	 

	 	By:

	/s/
                                                                                                                                            Dean                                          Ledger

	 
	 

	 

	 	


 Dean Ledger - CEO


	 



 





	 	 
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EXHIBIT
A

 

NOTICE
OF CONVERSION

 

(To
be Executed by the Registered Holder in order to Convert the Note)

 

The
undersigned hereby irrevocably elects to
convert $               of the above Note into                
Shares of Common Stock of NanoFlex Power Corporation (“Shares”) according to the conditions set forth in such
Note, as of the date written below.

 

If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.

 

	Date
of Conversion: ____________________________________________________________________________________________________

	 


	Applicable
Conversion Price:______________________________________________________________________________________________

	 


	Signature:
___________________________________________________________________________________________________________

	 


	[Print
                                         Name of Holder and Title of Signer]
	 

	Address:
_____________________________________________________________________________________________________________

	 


	 

	 


	 

	 


	SSN
                                         or EIN: ___________________________________________________________________

	 


	Shares
are to be registered in the following name: ___________________________________________________________________________________



	  

	 


	Name:
                                         _______________________________________________________________________

	 


	Address:
                                         _____________________________________________________________________

	 


	Tel:
                                         _________________________________________________________________________

	 


	Fax:
                                         _________________________________________________________________________

	 


	SSN
                                         or EIN: ___________________________________________________________________

	 


	 

	 


	Shares
                                         are to be sent or delivered to the following account:

	 


	 

	 


	Account
Name: ______________________________________________________________________________________________________

	 


	Address:
______________________________________________________________________________________________________________

	 




 





	 	 
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