Exhibit 4.4


 


AMENDED AND RESTATED


SECURED CONVERTIBLE CREDIT LINE PROMISSORY NOTE


 


	US $3,000,000.00	March 9, 2022
	 	Dania Beach, Florida



 


THIS AMENDED AND RESTATED SECURED CONVERTIBLE
CREDIT LINE PROMISSORY NOTE (“Note”) is effective as of this 9th day of March, 2022, by and between Veritas Farms, Inc., a
Nevada corporation, having its principal place of business at 1815 Griffin Road, Suite 401, Dania Beach, Florida 33004 (“Maker”),
and the Cornelis F. Wit Revocable Living Trust, having an address at 646 Osprey Point Circle, Boca Raton, Florida 33431 (together with
its successors and assigns, “Holder”).


 


RECITALS


 


WHEREAS, on October 12, 2021, Holder and Maker
entered into a Secured Convertible Credit Line Promissory Note dated October 12, 2021, in the principal amount of up to $1,500,000.00
made by Maker to Holder (the “Original Note”);


 


WHEREAS, Maker and Holder desire to amend and
restate the Original Note in order to increase the amount of the Original Note, and, accordingly, Maker and Holder have agreed to execute
and deliver this Note; and


 


NOW, THEREFORE, in consideration of the premises,
the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby covenant and agree as follows, effective as of the date first above written:


 


A. Maker’s indebtedness as evidenced by
this Note is in the principal amount of up to Three Million and No/100 Dollars ($3,000,000.00), together with interest thereon as hereinafter
provided.


 


B. This Note does not extinguish the outstanding
indebtedness evidenced by Original Note and is not intended to be a substitution or novation of the original indebtedness or instruments
evidencing the same, all of which shall continue in full force and effect except as specifically amended and restated hereby.


 


C. Maker and Holder hereby agree that the Original
Note is hereby amended, restated and replaced in its entirety with respect to the principal indebtedness evidenced by this Note to read
as follows:


 


FOR VALUE RECEIVED, Veritas
Farms, Inc. with a current principal office address of 1815 Griffin Road, Suite 401, Dania Beach, Florida 33004 (the “Maker”),
agrees and promises to pay to the order of the Cornelis F. Wit Revocable Living Trust, its successors and/or assigns (the “Holder”)
at the Holder’s address, or such other place as designated in writing by the Holder of this Secured Convertible Credit Line Promissory
Note (“Promissory Note”), the principal sum of THREE MILLION Dollars (US $3,000,000.00) (“Maximum Principal Amount Committed”)
or such lesser amount as shall equal the aggregate unpaid principal amount of all funds loaned by the Holder to the Maker in accordance
with the terms of this Promissory Note (“Loan”), with interest (“Interest”) on the aggregate amount loaned at
a rate of 10% per annum. The Maker may, from time to time, borrow under the terms of this Promissory Note up to but not exceeding the
Maximum Principal Amount Committed of this Promissory Note in increments of Two Hundred and Fifty Thousand Dollars ($250,000.00) at any
time prior to the Maturity Date (as defined herein), upon delivery to Holder of a Draw Notice (the form of which is attached hereto as
Exhibit A) for such amount.


 






     


     


    

 


All unpaid principal (“Principal”),
together with any then unpaid and accrued Interest and other amounts payable hereunder, shall be due and payable by Maker to Holder, if
not converted pursuant to the terms and conditions of this Promissory Note, on the earlier of (i) October 1, 2024, or (ii) following an
Event of Default (as defined below) (such date, the “Maturity Date”). All payments due hereunder shall be paid in lawful money
of the United States of America which shall be legal tender in payment of all debts, in immediately available funds, without offset, deduction
or recoupment. Any payment by check or draft shall be subject to the condition that any receipt issued therefore shall be ineffective
unless the amount due is actually received by the Holder. Each payment shall be applied first to the payment of all costs, fees and expenses
incurred by or payable to the Holder in connection with the collection or enforcement of this Promissory Note; second, to the payment
of all accrued and unpaid Interest hereunder; and third, to the payment of the unpaid Principal amount.


 


The proceeds of this Promissory
Note shall be used by the Maker for working capital.


 


As collateral security for
payment of the obligations under this Promissory Note, the Maker and the Holder have agreed that all obligations hereunder will be secured
by all the assets of the Maker, and Maker hereby grants to Holder a security interest and lien in all of Maker’s assets, wherever located,
whether tangible or intangible, now existing, or hereafter acquired.


 


Optional Conversion. At any
time prior to the Maturity Date, a portion or all of the outstanding Principal amount of this Promissory Note, together with a portion
or all accrued but unpaid Interest hereunder (the “Outstanding Balance”), is convertible into shares of common stock of the
Maker (“Common Stock”), at the option of the Holder at a conversion price (“Conversion Price”) of five cents ($0.05)
per share of Common Stock.


 


Mechanics of Conversion. In
order to convert the Outstanding Balance, Holder shall deliver to the Maker a written Election to Convert (the form of which is attached
hereto as Exhibit B). Upon receipt of the written Election to Convert, the Maker shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate(s) evidencing
the full number of Common Stock so purchased upon conversion of the Promissory Note. Such Common Stock shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of
delivery of the Election to Convert, notwithstanding that the certificate(s) representing such securities shall not actually have been
delivered or that the securities transfer books of the Maker shall then be closed.


 


In the event that the outstanding
shares of Common Stock of the Maker hereafter is restructured or revised by recapitalization, reclassification, combination, split or
split-up or dividend, the aggregate number and kind of shares of Common Stock subject to conversion under this Promissory Note shall be
adjusted appropriately, both as to the number of shares of Common Stock and the Conversion Price. No fractional share of Common Stock
will be issued upon conversion, but any fractional share of Common Stock will be rounded up to the nearest whole share of Common Stock.


 


In case of any sale exchange,
tender offer, redemption or buyout of the Maker’s Common Stock, or any consolidation of the Maker with or merger of the Maker into
another corporation, or in case of any sale, transfer or lease to another corporation of all or substantially all other property of the
Maker, the Maker or such successor or purchasing corporation, as the case may be, shall execute with the Holder an agreement that the
Holder shall have the right thereafter, upon payment of the Conversion Price in effect immediately prior to such action, to convert this
Promissory Note, on the same basis which it would have or have been entitled to receive after the happening of such consolidation, merger,
sale, transfer or lease had such conversion been accomplished immediately prior to such action. Such agreement shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments provided herein. These provisions shall similarly apply to
successive consolidations, mergers, sales, transfers or leases.


 






    2


     


    

 


This Promissory Note may be
prepaid at any time prior to the Maturity Date.


 


The occurrence of any of the
following shall constitute an “Event of Default” under this Promissory Note (each, an “Event of Default”): (a)
Maker shall fail to pay any Principal or Interest when due and payable hereunder; or (b) Maker shall fail to deliver the Common Stock
or recognize the Holder as a holder of record of such shares of Common Stock as of the date of delivery of the Election to Convert in
accordance with the terms hereof; or (c) a receiver, trustee or other similar official shall be appointed over Maker; or (d) Maker shall
make a general assignment for the benefit of creditors; or (e) Maker shall file a petition for relief under any bankruptcy, insolvency
or similar law; or (f) an involuntary proceeding shall be commenced or filed against Maker; or (g) Maker shall default or otherwise fail
to observe or perform any covenant, obligation, condition or agreement of Maker contained herein; or (h) any representation, warranty
or other statement made or furnished by or on behalf of Maker to Holder herein shall be false, incorrect, incomplete or misleading; or
(i) any lawsuit, money judgment, writ or similar process shall be entered or filed against Maker or any subsidiary of Maker or any of
its property or other assets for more than $100,000.00, unless otherwise consented to by Holder.


 


While an Event of Default
exists, the Maker hereby promises to pay Interest on the unpaid balance of this Promissory Note then outstanding at the rate representing
eighteen percent (18%) per annum or the highest rate allowed by law, whichever is lower, from the date of the Event of Default to until
and including the date actually paid. It is the intent of parties hereto that in no event shall the amount of Interest due or payment
in the nature of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time,
and in the event any such payment is paid by the Maker or received by Holder, then such excess sum shall be credited as a prepayment of
Principal, unless the Maker shall notify the Holder, in writing, that the Maker elects to have such excess sum returned forthwith.


 


This Promissory Note shall
not be modified except by an instrument in writing signed by the party against whom enforcements of such modification is sought. This
Promissory Note shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflict of laws
or principles thereof. Any suit or proceeding relating to this Promissory Note shall be brought or instituted only in a court of competent
jurisdiction in Broward County, Florida. No waiver by the Holder of any default hereunder shall be deemed to constitute a waiver of any
subsequent default. No exercise of any right or remedy hereunder shall preclude the exercise of any other right or remedy. The Maker agrees
to pay or reimburse the Holder for all costs and expenses of enforcing and preserving its rights under this Promissory Note or any document
or instrument executed in connection herewith (including reasonable attorneys’ fees and costs, whether in or out of court, in original
or appellate proceedings or in bankruptcy).


 


The Maker and all others who
may become liable for the payment hereof jointly and severally: (a) waive presentment for payment, demand, notice of demand, notice of
non-payment or dishonor, protest and notice of protest of this Promissory Note, and all other notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Promissory Note, (b) consent to all extensions of time, renewals,
postponements of time of payment of this Promissory Note, waivers or other modifications hereof from time to time prior to or after the
Maturity Date hereof, whether by acceleration or in due course, without notice, consent or consideration to any of the foregoing, (c)
agree to any substitution, exchange, addition or release of any party or person primarily or secondarily liable hereon, and (d) agree
that, notwithstanding the occurrence of any of the foregoing (except by the express written release by Holder), the Maker shall be and
remain directly and primarily liable for all sums due under this Promissory Note.


 






    3


     


    

 


All issue taxes, documentary
stamp taxes, or other taxes (if any) required by law at any time to be affixed to this Promissory Note shall be paid by the Maker. The
Maker agrees to indemnify and hold the Holder, its affiliates, successors and assigns harmless from and against the aggregate of all expenses,
losses, costs, deficiencies, liabilities, penalties, fines, fees and damages (including related reasonable counsel and paralegal fees
and expenses) incurred or suffered by the Holder arising out of or resulting from the Maker’s failure to pay such documentary stamp
or other tax.


 


IN
WITNESS WHEREOF, the Maker has duly executed this Promissory Note as of the day and year first above written.


 


	 	Maker
	 	 
	 	Veritas Farms, Inc.
	 	 	 	 
	 	By:	/s/ Ramon A. Pino
	 	 	Ramon A. Pino
	 	 	Chief Financial Officer
	 	 	 	 
	 	Holder	 	 
	 	 	 	 
	 	Cornelis F. Wit Revocable Living Trust
	 	 	 	 
	 	By:	/s/ Cornelis F. Wit
	 	 	Cornelis F. Wit, Trustee



 







    4


     


    

 


Exhibit A


 


DRAW NOTICE


 


Cornelis F. Wit Revocable Living Trust


646 Osprey Point Circle


Boca Raton, Florida 33431


Attention: Cornelis F. Wit


 


The undersigned, Veritas Farms,
Inc. (the “Maker”), pursuant to the provisions of the Amended and Restated Secured Convertible Credit Line Promissory Note
(the “Promissory Note”) dated March 9, 2022 by the Maker and agreed to by the Cornelis F. Wit Revocable Living Trust (the “Holder”),
wherein the Holder agreed and committed to loan Maker up to Three Million Dollars ($3,000,000.00) pursuant to the terms of the Promissory
Note, and to date has loaned $_______________ to the Maker, hereby exercises its right to draw down and borrow, and hereby draws down
Two Hundred and Fifty Thousand Dollars ($250,000.00) under the terms of the Promissory Note. Payment is requested to be received from
the Holder within three (3) business days of the date of this Draw Notice.


 


Dated: __________________


 


Veritas Farms, Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 




    A-1


     


    

 


Exhibit B


 


FORM OF ELECTION TO CONVERT


 


The undersigned, _____________________________________
(the “Holder”), the holder of the attached Amended and Restated Secured Convertible Credit Line Promissory Note dated March
9, 2022 (“Promissory Note”) from Veritas Farms, Inc. (“Maker”), hereby irrevocably elects to exercise its right
to convert $_____________ of the Promissory Note into shares of Common Stock of ___________, a ______ corporation, as more fully described
in the Promissory Note, and requests that the documentation evidencing such securities be issued in the name of, and delivered to, _____________________________________________________________,
whose address is ______________________________________________________________.


 


	Dated:_________________________________	 
	 	 
	Holder	 
	 	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Name	 
	 	 
	 	 
	Title	 



 


(Signature must conform in all respects to name


of Holder as specified in the Promissory Note)


 


 


(Insert Social Security or Federal Tax I.D.


Number of Promissory Note Holder)


 


 


B-1