SusGlobal Energy Corp.: Exhibit 4.3 - Filed by newsfilecorp.com






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. 


_________________________________
COLLATERALIZED SECURED
PROMISSORY NOTE 

	$250,000.00 	New York, NY 
	  	March 7, 2019 


1. Principal and Interest 

     FOR VALUE RECEIVED,
___________________________ Company (the "Company") hereby absolutely and
unconditionally promises to pay to SusGlobal Energy Corp. (the “Lender"), or
order, the principal amount of Two Hundred Fifty Thousand Dollars exactly
($250,000.00) no later than November 7, 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 November 6, 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. 

     c. This Note shall initially be
secured by the pledge of the $275,000 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 $250,000.00, 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 $250,000.00 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. 

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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. 

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

     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. 

	 	By: 	 
	 	 	 
	 	Title: 	 
	 	  	 
	 	APPROVED: 
	 	 
	 	SUSGLOBAL ENERGY CORP. 
	 	 	 
	 	By: 	 
	 	 	 
	 	Title: 	 


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