Exhibit
4.5


 


SECURED PROMISSORY NOTE


 


 





	$220,000



	August 1, 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 Two Hundred Twenty Thousand Dollars ($220,000) (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. Maker. The Maker shall pay interest to the Holder on the outstanding
principal amount of this Debenture 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;


 


(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);


 



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(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





 




(b) If any Event of Default occurs,
the full 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.


 






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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.


 


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.


 






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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.


 


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.


 






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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).


 


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, 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 to July 8, 2014. The new 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:










 


 


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