Exhibit
4.2


 


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”)


 


US
$50,000.00


 


NANOFLEX
POWER CORPORATION.


12%
CONVERTIBLE REDEEMABLE NOTE


DUE
JUNE 11, 2019

BACK END NOTE


 


FOR
VALUE RECEIVED, NANOFLEX POWER CORPORATION. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC
and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of Fifty
Thousand Dollars (U.S. $50,000.00) on June 11, 2019 (“Maturity Date”) and to pay interest on the principal amount
outstanding hereunder at the rate of 12% per annum commencing on June 11, 2018 (“Issuance Date”). 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. This Note contains a $1,500.00 OID such that purchase price shall be $48,500.00. The principal of, and interest
on, this Note are payable at 30 Broad Street, Suite 1201, New York, NY 10004, 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 or other governmental charges payable in connection therewith.


 



     


     


    

 





2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”)
and applicable state securities laws. Any attempted 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 is entitled, at its option, at any time after 6 months and full cash payment, 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”) for each share of Common Stock at fixed price of $0.25 per
share. After the 6 monthly anniversary of this Note, the Conversion Price shall be equal to 55% of the lowest trading
price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace 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
or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the
Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same
day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such
conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt
by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or
scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share,
the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value
possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences
a DTC “Chill” on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that “Chill”
is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares
of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the
Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). The
Note shall shave a conversion floor of $0.25 per share for the first 6 months following the issuance date.


 



    	 	2	 



     


    

 


(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, at any time, 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)
This Note may not be prepaid, except that if this Note has not been cash paid, and if the $50,000 Rule 144 convertible redeemable
note issued by the Company of even date herewith is redeemed by the Company within 6 months of the issuance date of such Note,
all obligations of the Company under this Note and all obligations of the Holder under the Holder issued Back End Note will be
automatically be deemed satisfied and this Note and the Holder issued Back End Note will be automatically be deemed cancelled
and of no further force or effect.


 


(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.


 


(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. If 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.


 



    	 	3	 



     


    

 


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.
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)
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


 


(c)
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


 


(d)
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 bankruptcy
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


 


(e)
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


 


(f)
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


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000)
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


 


(h)
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


 



    	 	4	 



     


    

 




(i)
The Company shall have its Common Stock delisted from an exchange (including the OTC Market 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 ceases to file
its 1934 act reports with the SEC;


 


(j)
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;


 


(k)
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 which includes an Opinion of Counsel expressing an opinion which supports
the removal of a restrictive legend; or


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder; or


 


(m)
The Company’s Common Stock has a closing bid price of less than $0.08 per share for at least 5 consecutive trading days; or


 


(n)
Intentionally deleted; or


 


(o)
The Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or


 


(p)
The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)


 


Then,
or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which
is to allow the Holder to cancel both this Note and the Holder Issued Note, 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(k) 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 10” day. The penalty for a breach of Section 8(p) shall be an increase of the outstanding principal amounts
by 20%. Further, if a breach of Section 8(o) occurs or is continuing after the 6 month anniversary of the Note, then the Holder
shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example,
if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder
may elect to convert future conversions at $0.005 per share.


 



    	 	5	 



     


    

 


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.


 


Make-Whole
for Failure to Deliver Loss. 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 = [(Highest VWAP price for the 30 trading days 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.


 


9.
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.


 


10.
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.


 


11.
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”
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.
Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of
shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in
Section 4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will
pay all transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder,
it may deduct such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its transfer agent via
electric mail. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.


 



    	 	6	 



     


    

 




13.
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.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim
or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest
on this Note.


 


15.
This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to
be performed within the State of New York 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 New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original.


 



    	 	7	 



     


    

 




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


 


Dated:
6/11/2018


 


	 	NANOFLEX POWER CORPORATION
	 	 	 
	 	By:	/s/ Dean Ledger
	 	 	 
	 	Title:	CEO



 



    	 	8	 



     


    

 


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 ElN: __________________________________


 


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


 


Account
Name: ____________________________________________________________________


Address: _________________________________________________________________________




 



    	 	9