Exhibit 4.5


 


SECURED CONVERTIBLE PROMISSORY NOTE


 





	US $250,000.00	August 2, 2022
	 	Dania Beach, Florida



 


FOR VALUE RECEIVED, Veritas
Farms, Inc. with a current principal office address of 1815 Griffin Road, Suite 401, Dania Beach, FL 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 Promissory Note
(“Promissory Note”), the principal sum of Two Hundred and Fifty Thousand Dollars (US $250,000.00) (“Principal”),
with interest (“Interest”) at a rate of 10% per annum. All unpaid Principal, together with any then unpaid and accrued Interest
and other amounts payable hereunder, shall be due and payable if not converted pursuant to the terms and conditions of this Promissory
Note on the earlier of (i) October 01, 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 only for the purpose of funding Maker’s accounts payable liabilities and 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. Prior
to the Maker closing a financing through the sale and issuance of the Company’s equity securities, debt, convertible debt, a combination
of the foregoing or otherwise (“Conversion Securities”), on or prior to the Due Date, (the “Financing”), the Holder
shall have the right, in its sole discretion, to convert (A) all or a partial amount of the Principal, and (B) all or a partial amount
of the accrued but unpaid Interest thereon through and as of the date of the closing of the Financing, into the identical Conversion Securities
issued at such Financing .


 


Mechanics of Conversion. On
the date fixed for the closing of the Financing and conversion hereunder in accordance with the foregoing provisions (the “Conversion
Date”), in the event the Holder determines to convert all or a partial amount of the Principal and or accrued but unpaid Interest
into the Financing, the Holder shall surrender this Promissory Note for cancellation at the principal office address of the Maker and
if less than all of the Principal and accrued but unpaid Interest is converted, the Company shall issue a new promissory note to the Holder
evidencing the balance of the Promissory Note.. Following the surrender of this Promissory Note for conversion, the Maker shall deliver
or cause to be delivered to the Holder the Conversion Securities on the Conversion Date issuable upon the conversion of this Promissory
Note in accordance with the provisions hereof, and in the event the Holder converts all of the Principal and accrued but unpaid Interest
into the Financing, this Promissory Note shall be deemed fully paid.


 


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


 






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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 Conversion Securities
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.


 


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.


 






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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
	 	The Cornelis F. Wit Revocable Living Trust
	 	 	 
	 	 	 
	 	By:	/s/ Cornelis F. Wit
	 	 	Cornelis F. Wit, Trustee
	 	 	 


 


 


 


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