Exhibit
4.2


 


AMENDMENT
#1 TO THE CONVERTIBLE PROMISSORY NOTE

ISSUED ON DECEMBER 12, 2017


 


THIS
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON December 12, 2017 (the “Amendment”) is made effective as
of June 6, 2018, by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and Morningview
Financial, LLC, a Wyoming limited liability company (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A.  
The Company and Holder are the parties to that certain convertible promissory note originally issued by the Company to the Holder
on December 12, 2017, in the original principal amount of $100,000.00 (the “Note”); and


 


B.   
The Parties desire to amend the Note as set forth expressly below.


 


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.  
The Company shall wire $83,826.00 (the “Cash Payment”) to the Holder on or before June 11, 2018 (the
“Deadline”), for the prepayment of 50% of the outstanding principal and accrued interest owed under the
Note, pursuant to the wiring instructions on Exhibit A hereto.


 


2.  
Unless (i) an Event of Default (as defined in the Note) occurs under the Note or (ii) the Cash Payment does not clear into
the Holder’s bank account on or before the Deadline, the Holder shall not be permitted to effectuate any conversion
under the Note until on or after July 15, 2018 (the “Lock-Up”). Further, the total balance of the Note as of June
11, 2018, shall immediately increase by 8%.


 


3.  
If the Company and the Holder mutually agree to extend the Lock-Up from July 15, 2018, to August 15, 2018, then the total
balance of the Note as of July 15, 2018, shall immediately increase by 8%.


 


4.  
If the Company and the Holder mutually agree to extend the Lock-Up from August 15, 2018, to September 15, 2018, then the
total balance of the Note as of August 15, 2018, shall immediately increase by 8%.


 


5.  
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the
terms of this Amendment, shall remain in full force and effect.


 


[Signature
page to follow]





 



    	 	1	 



    


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 





	Nanoflex
    Power Corporation 	 	Morningview
    Financial, LLC
	 	 	 	 
	By:	/s/
    Dean Ledger 	 	By:	/s/
    Max Riccio
	Name:	Dean
    Ledger	 	Name:	Max
    Riccio
	Title:	Chief
    Executive Officer	 	Title:	Authorized
    Signatory



 






    	 	2	 



    


    

 


EXHIBIT
A


 


	Beneficiary
    Name:	Morningview
    Financial, LLC
	 	 
	Beneficiary
    Address:	401 Park Avenue
    South, 10th Floor, New York, NY 10016
	 	 
	Beneficiary
    Account #:	2008597
	 	 
	ABA
    #:	026014407
	 	 
	Bank
    Name:	Savoy
    Bank
	 	 
	Bank
    Address:	600
    Fifth Avenue, 17th Floor, New York, NY 10020




 


 


3