SusGlobal Energy Corp.: Exhibit 4.2 - Filed by newsfilecorp.com








	
      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 $275,000.00 

	SUSGLOBAL ENERGY CORP. 
	12% CONVERTIBLE REDEEMABLE NOTE 
	DUE MARCH 7, 2020 
	BACK END NOTE 


     FOR VALUE RECEIVED, SUSGLOBAL ENERGY
CORP. (the “Company”) promises to pay to the order of ________ and its
authorized successors and permitted assigns ("Holder"), the aggregate
principal face amount of Two Hundred Seventy Five Thousand Dollars (U.S.
$275,000.00) on March 7, 2020 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 12% per annum
commencing March 7, 2019 (“Issuance Date”). This Note shall contain a
$25,000 OID such that the purchase price shall be $250,000. The principal of,
this Note is payable at ____________ , 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 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) Upon full cash payment for this
Note, the Holder of this Note is entitled, at its option, 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 equal to 65% of the lowest trading price of the
Common Stock as reported on the National Quotations Bureau OTC market 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. 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 55% instead of 65% 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 9.9% of
the outstanding shares of the Common Stock of the Company. All the terms set
forth herein, including but not limited to interest rate, prepayment terms,
conversion discount or lookback period will be adjusted downward (i.e. for the
benefit of the Holder) if the Company offers a more favorable conversion
discount (whether via interest, rate OID or otherwise) or lookback period to
another party or otherwise grants any more favorable terms to any third party
than those contained herein while this note is in effect. 

     (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.

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     (c) This Note may not be prepaid,
except that if this Note has not been cash paid, and if the $275,000 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. 

     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. 

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     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 

     (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;

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     (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) intentionally deleted; 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 within the
applicable cure periods set forth herein, 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 10th 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.

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.

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     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 on the 6th monthly
anniversary of the Note, 12 months shall 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
4x 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. 

     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.

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     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. 

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

Dated: ____________________________________


	SUSGLOBAL ENERGY CORP. 
	 
	By: ___________________________________________
	 
	Title:
  __________________________________________



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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 SUSGLOBAL ENERGY CORP. (“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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