Exhibit 4.6


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


LG CAPITAL FUNDING, LLC


COLLATERALIZED SECURED PROMISSORY NOTE


 


	$75,000.00	Brooklyn, NY
	 	June 13, 2018


 


1. Principal and Interest


 


FOR VALUE
RECEIVED, LG Capital Funding, LLC, a New York Limited Liability Company (the “Company”) hereby absolutely and unconditionally
promises to pay to NanoFlex Power Corporation (the “Lender”), or order, the principal amount of Seventy Five Thousand
Dollars exactly ($75,000.00) no later than February 13, 2019, unless the Lender does not meet the “current information requirements”
required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued
by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under
this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest
at the rate of 12%.


 


2. Repayments and Prepayments; Security.


 


a. All principal under
this Note shall be due and payable no later than February 13, 2019, unless the Lender does not meet the “current
information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company
may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that
note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the
offsetting note.


 


b. The Company may pay this
Note at any time. This note may not be assigned by the Lender, except by operation of law.


 






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c. This Note shall
initially be secured by the pledge of the $80,250 12% convertible promissory note issued to the
Company by the Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for
other collateral with an appraised value of at least 575,000.00, by providing 3 days prior written notice to the Lender. If
the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be
deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for 575,000.00 in cash
shall not require the approval of the Lender. All collateral shall be retained by Investors Counsel Attorneys, P.C.,
which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any
conversions under the Lender Note until it has made full cash payment for the portion of the Lender Note being
converted.


 


3. Events of Default; Acceleration.


 


a.
The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance
of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium,
receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of
creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid
interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note
by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.


 


b. No remedy herein
conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in
addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees
that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.


 


4. Notices.


 


a. All notices,
reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by
telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class,
certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall
have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the
Lender(s) in writing.


 


b. Each such
notice, report or other communication shall for all purposes under this Note be treated as effective or having been given
when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.


 


5. Miscellaneous.


 


a. Neither this Note nor any provisions hereof
may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.


 






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b. No failure or
delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are
severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire
understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and
guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and
notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any
substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or
secondarily liable.


 


c. If Lender retains
an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or
for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit
or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys’
fees.


 


d. This Note shall
for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to
conflict of laws) and the exclusive venue shall be in the State and Federal courts located in State of New York.


 


e. This Note shall
be binding upon the Company’s successors and assigns, and shall inure to the benefit of the Lender’s successors
and assigns.


 




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IN
WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written.


 


	 	LG CAPITAL FUNDING, LLC
	 	 	 
	 	By:	                
	 	Title:	 
	 	 	 
	 	APPROVED:
	 	 
	 	NANOFLEX POWER CORPORATION
	 	 
	 	By: 	/s/ Ronald Da Vella
	 	 	 
	 	Title: 	CFO


 






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