Exhibit 4.1 


 


SECURED 8% PROMISSORY NOTE


 


 


$309,000  August 15, 2014


 


 


FOR VALUE RECEIVED, Boldface
Group, Inc., a Nevada corporation (the “Maker”), with its primary offices located at 1945 Euclid Street, Santa
Monica, CA 90404, promises to pay to the order of Hillair Capital Investments L.P., or its registered assigns (the “Payee”),
upon the terms set forth below, the principal sum of Three Hundred Thousand Nine Dollars ($309,000) (the “Note”).


 


1.              
Payments. The full amount of principal under this Note shall be due on July 1, 2015 (the “Maturity Date”),
unless due earlier in accordance with the terms of this Note. The Maker shall pay interest to the Holder on the outstanding principal
amount of this Note at the rate of 8% per annum, payable on the Maturity Date, in cash.


 


2.                Events of Default.


 


(a) “Event of Default”,
wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary
or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body):


 


(i)  any default in the payment of the principal, as and when the same shall become due and payable;


 


(ii) Maker shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach
shall not have been remedied within five calendar days after the date on which notice of such failure or breach shall have been
delivered;


 


(iii) Maker or any
of its subsidiaries shall fail to observe or perform any of their respective obligations owed to Payee or any other covenant, agreement,
representation or warranty contained in, or otherwise commit any breach hereunder or in any other agreement executed in connection
herewith;


 



    	 



    	 



    




 


(iv) Maker or any
of its subsidiaries shall commence, or there shall be commenced against Maker or any subsidiary a case under any applicable bankruptcy
or insolvency laws as now or hereafter in effect or any successor thereto, or Maker or any subsidiary commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to Maker or any subsidiary, or there is commenced against Maker
or any subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or Maker
or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or Maker or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of 60 days; or Maker or any subsidiary makes a general assignment
for the benefit of creditors; or Maker or any subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due; or Maker or any subsidiary shall call a meeting of its creditors with a
view to arranging a composition, adjustment or restructuring of its debts; or Maker or any subsidiary shall by any act or failure
to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action
is taken by Maker or any subsidiary for the purpose of effecting any of the foregoing;


 


(v)   Maker
or any subsidiary shall default in any of its respective obligations under any other note or any mortgage, credit agreement or
other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement
of Maker or any subsidiary, whether such indebtedness now exists or shall hereafter be created and such default shall result in
such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 



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(vi) Maker shall
(a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of 33% of
its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem
or repurchase more than a de minimis number of shares of Common Stock or other equity securities of Maker, or (d) make any distribution
or declare or pay any dividends (in cash or other property, other than common stock) on, or purchase, acquire, redeem, or retire
any of Maker's capital stock, of any class, whether now or hereafter outstanding. “Change of Control Transaction”
means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether
through legal or beneficial ownership of capital stock of Maker, by contract or otherwise) of in excess of 33% of the voting securities
of Maker, (ii) a replacement at one time or over time of more than one-half of the members of Maker's board of directors which
is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority
of the members of the board of directors who are members on the date hereof), (iii) the merger of Maker with or into another entity
that is not wholly-owned by Maker, consolidation or sale of 33% or more of the assets of Maker in one or a series of related transactions,
or (iv) the execution by Maker of an agreement to which Maker is a party or by which it is bound, providing for any of the events
set forth above in (i), (ii) or (iii);


 


(vii)  any member of Maker's management shall cease to be a member of Maker's senior management or shall cease to perform any of the material
functions and duties currently performed by such person. For purposes hereof, “senior management” refers to the President,
the Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer and any officer performing the customary
function of such officers;


 


			(viii) Maker shall unreasonably modify or change its method of accounting or enter into, modify,
or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service
bureau for the preparation or storage of its accounting records, or restate or modify its financial statements for any period of
time prior to the date of this Note; or






 



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(b) If any Event of Default occurs,
130% of the principal amount of this Note, together with all accrued interest thereon, shall become, at the Payee's election, immediately
due and payable in cash. Commencing 2 days after the occurrence of any Event of Default that results in the acceleration of this
Note, the interest rate on this Note shall accrue at the rate of 18% per annum, or such lower maximum amount of interest permitted
to be charged under applicable law. The Payee need not provide and Maker hereby waives any presentment, demand, protest or other
notice of any kind, and the Payee may immediately and without expiration of any grace period enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled
by Payee at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or
impair any right consequent thereon.


 


3. No Waiver of Payee's Rights.
All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part
of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights
shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its
options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment,
protest, and all notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.
Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to
require full payment of all sums due and payable hereunder in accordance with the terms hereof.


 


4. Modifications. No term or provision
contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.


 


5. Cumulative Rights and Remedies; Usury.
The rights and remedies of Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available
under this Note, the Security Agreement, or applicable law (including at equity). The election of Payee to avail itself of any
one or more remedies shall not be a bar to any other available remedies, which Maker agrees Payee may take from time to time. If
it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest
due hereunder shall be reduced to the maximum permitted rate of interest under such law.


 


6. Collection Expenses. If Payee
shall commence an action or proceeding to enforce this Note, then Maker shall reimburse Payee for its costs of collection and reasonable
attorneys fees incurred with the investigation, preparation and prosecution of such action or proceeding.


 


7. Severability. If any provision
of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of
this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum permitted rate of interest.


 



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8. Successors and Assigns. This
Note shall be binding upon Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns.
The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.


 


9. Lost or Stolen Promissory Note.
If this Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute and deliver to the Payee a new promissory note
containing the same terms, and in the same form, as this Note. In such event, Maker may require the Payee to deliver to Maker an
affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory
note.


 


10. Due Authorization. This Note
has been duly authorized, executed and delivered by Maker and is the legal obligation of Maker, enforceable against Maker in accordance
with its terms. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration
with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the
Maker, or the validity or enforceability of this Note other than such as have been met or obtained. The execution, delivery and
performance of this Note and all other agreements and instruments executed and delivered or to be executed and delivered pursuant
hereto or thereto or the securities issuable upon conversion of this will not violate any provision of any existing law or regulation
or any order or decree of any court, regulatory body or administrative agency or the certificate of incorporation or by-laws of
the Maker or any mortgage, indenture, contract or other agreement to which the Maker is a party or by which the Maker or any property
or assets of the Maker may be bound.


 


11.Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Note and,
therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the terms hereof or any amendments hereto.


12. Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall
be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).
Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of
any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Note or the transactions contemplated hereby.


 



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13.Notice. Any and all notices
or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice,
shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by
certified or registered mail, postage prepaid, addressed to the Maker, at its address above, or such other address or facsimile
number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all
notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally,
by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid,
addressed to each Payee at the address of such Payee appearing on the books of the Maker, or if no such address appears, at the
principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00
P.M. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy
after 5:00 P.M. on any day, or (iii) five business days after being sent by certified or registered mail, postage and charges prepaid,
return receipt requested.


 


14.Secured Obligation. The obligations
of the Company under this Note are secured by all assets of the Company and each Subsidiary pursuant to the Security Agreement,
dated as of July 3, 2014 between the Company, the Subsidiaries of the Company and the Secured Parties (as defined therein) and
pursuant to the Subsidiary Guarantee, dated as of July 3, 2014, by the Subsidiaries of the Company in favor of the Purchasers (as
defined therein).


 


15.Exchange Right. The Payee shall
have the right, for no additional consideration while this Note is outstanding, to exchange this Note (and any other notes then
outstanding) into an 8% Original Issue Discount Senior Secured Convertible Debenture (the “Debenture”), which
Debenture shall be otherwise identical in all respects and have all the rights as the 8% Original Issue Discount Senior Secured
Convertible Debenture of the Company issued on July 8, 2014. The Debenture shall have a principal amount equal to the principal
amount hereunder plus any accrued but unpaid interest hereon.


 


The undersigned signs this
Note as a maker and not as a surety or guarantor or in any other capacity.


 


BOLDFACE GROUP, INC.


 


 


By: _____________________


       Name:


       Title:


 


 


BOLDFACE LICENSING +
BRANDING


 


 


By: _____________________


       Name:


       Title:


 


 


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