NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original
Issue Date: October 27, 2017


 


Principal
Amount: $76,500.00


 


Purchase
Price: $75,000.00


 


CONVERTIBLE
NOTE


DUE
October 27, 2018


 


THIS
CONVERTIBLE NOTE is issued by Players Network, Inc., a Nevada corporation, (the “Borrower”), due October
27, 2018 (this note, the “Note” and, collectively with the other
notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, Borrower promises to pay to Fourth Man LLC or its registered assigns (the “Holder”),
with an address at: 2522 Chambers Road, Suite 100, Tustin, CA 92780, or shall have paid pursuant to the terms hereunder, the principal
sum of Seventy Six Thousand Five Hundred Dollars ($76,50.00) on October
27, 2018 (the “Maturity Date”) or such earlier date as this
Note is required or permitted to be repaid or such later date if extended by the Holder as provided hereunder, and to pay interest,
if any, to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof.


 


This
Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms
not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have
the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(d).


 


“Asset
Disposition” means the sale, transfer, lease, license, contribution or other conveyance of assets of Borrower in one
or more dispositions not in the ordinary course of business that results in net cash proceeds to Borrower of $10,000 or more,
in the aggregate.


 






    	 	 1	 



     


    

 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or
any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any
Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding
is entered, (d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary
thereof makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its
creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof,
by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes
any corporate or other action for the purpose of effecting any of the foregoing.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are required by law or other governmental action to close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“Change
of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued
together with the Notes, the occurrence after the date hereof of any of (a) 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 Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of
the voting securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or
consolidates with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such
transaction own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower
sells or transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior
to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction,
(d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which
is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (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), or (e) the execution
by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set forth in
clauses (a) through (d) above.


 


“Closing
Price” means on any particular date (a) the last reported closing bid price per share of Common Stock on such date on
the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (b) if there is no such price on such
date, then the closing bid price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P.
at 4:15 p.m. (New York City time)), or (c) if the Common Stock is not then listed or quoted on a Trading Market and if prices
for the Common Stock are then reported in the “pink sheets” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) if the shares of Common Stock are not then publicly traded the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holder and reasonably acceptable to Borrower, the fees and expenses
of which shall be paid by Borrower.


 






    	 	 2	 



     


    

 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the
terms hereof.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(e).


 


“Equity
Conditions” means, during the period in question, (a) Borrower shall have duly honored all conversions scheduled to
occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested
or required, if any, (b) Borrower shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect
of this Note and the other Transaction Documents, (c) there is an effective registration statement pursuant to which the Holders
are permitted to utilize the prospectus thereunder to resell all of the Conversion Shares and Warrant Shares issuable pursuant
to the Transaction Documents (and Borrower believes, in good faith, that such effectiveness will continue uninterrupted for the
foreseeable future), and Company counsel has delivered to the Company’s transfer agent and Holder a standing, written unqualified
opinion that resales may then be made by the Holder of all of the Holders Conversion Shares and Warrant Shares pursuant to such
effective registration statement, (d) the Common Stock is listed or traded on a Trading Market, (e) there is a sufficient number
of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable
pursuant to the Transaction Documents, (f) an Event of Default has not occurred, whether or not such Event of Default has been
cured, (g) there is no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default,
(h) the issuance of the shares in question to the applicable Holder would not exceed the Beneficial Ownership Limitation, (i)
there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has
not been consummated, and (j) the applicable Holder is not in possession of any information provided by Borrower that constitutes,
or may constitute, material non-public information.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(d).


 


“Interest
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Interest
Share Amount” shall have the meaning set forth in Section 2(a).


 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note divided by the
Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create an
Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory
Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal
amount of this Note plus (b) all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New
York Courts” shall have the meaning set forth in Section 9(d).


 






    	 	 3	 



     


    

 


“Note
Register” shall have the meaning set forth in Section 3(c).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Other
Holder” means a holder of one or more Other Notes (collectively, “Other Holders”).


 


“Other
Notes” means Notes nearly identical to this Note issued to other Holders pursuant to the Purchase Agreement.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of Borrower) have
been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of Borrower’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of Borrower’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of Borrower and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien,
and (c) Liens in connection with Permitted Indebtedness under clauses (a) and (b) thereunder, and Liens incurred in connection
with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets of Borrower or its
Subsidiaries other than the assets so acquired or leased.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of October 27, 2017 among Borrower and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(d).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges
is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices
for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common
Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to Borrower, the
fees and expenses of which shall be paid by Borrower.


 






    	 	 4	 



     


    

 


Section
2. Interest.


 


a) Interest
in Cash or in Kind. Holders shall be entitled to receive, and Borrower shall pay, cumulative interest on the outstanding
principal amount of this Note compounded monthly at the annual rate of eight percent (8%) (as subject to increase as set
forth in this Note) from the Original Issue Date through the Maturity Date.


 


b) Payment
Grace Period. Except as set forth herein, the Borrower shall not have any grace period to pay any monetary amounts due
under this Note.


 


c) Conversion
Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in
full on the Maturity Date, unless previously converted into Common Stock in accordance with Section 4 hereof.


 


d) Application
of Payments. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days
elapsed. Payments made in connection with this Note shall be applied first to amounts due hereunder other than principal and
interest, thereafter to interest and finally to principal.


 


e) Pari
Passu. Except as otherwise set forth herein, all payments made on this Note and the Other Notes and all actions taken by
the Borrower with respect to this Note and the Other Notes, including but not limited to Optional Redemption, shall be made
and taken pari passu with respect to this Note and the Other Notes. Notwithstanding anything to the contrary contained
herein or in the Transaction Documents, it shall not be considered non-pari passu for a Holder or Other Holder to elect to
receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares of Common Stock to
such electing Holder or Other Holder, nor for a Holder of a Note or Other Note to accept a prepayment provided a prepayment
offer was made to the Holder and holders of Other Notes on a pari passu basis.


 


f) Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be
payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately
available funds without set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower
shall instead make its payment pursuant to the assignee’s instructions upon receipt of written notice thereof. Except
as set forth herein, this Note may not be prepaid or mandatorily converted without the consent of the Holder.


 






    	 	 5	 



     


    

 


Section
3. Registration of Transfers and Exchanges.


 


a)
Different Denominations. 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 payable for such registration of transfer
or exchange.


 


b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder
set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable
federal and state securities laws and regulations.


 


c)
Reliance on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower
may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such
agent shall be affected by notice to the contrary.


 


Section
4. Conversion.


 


a)
Voluntary Conversion. At any time after the 170th day after the Original Issue Date until this Note is no longer
outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at
any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect
conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a
“Notice of Conversion”), specifying therein the principal amount of this Note and accrued interest, if any,
to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically
surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal
hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s).
Borrower may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion.
In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of
manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may
be less than the amount stated on the face hereof.


 


b)
Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder
shall be 75% multiplied by the Market Price (as defined herein)(representing a discount rate of 25%). “Market Price”
means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending
on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any
date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”)
as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or,
if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where
such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing
manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets, per share of Common
Stock, subject to adjustment as described herein (“Conversion Price”). If at any time the Conversion Price
as determined hereunder for any Conversion would be less than the par value of the Common Stock, then the Company shall have right
to increase the Conversion Price hereunder for such conversion to par value and increase the Conversion Amount for such Conversion
to include, as liquidated damages, Additional Principal. “Additional Principal” means such additional amount to be
added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion
to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been subject to the minimum
price set forth in this Section.


 






    	 	 6	 



     


    

 


c)
Mechanics of Conversion.


 


i.
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted
plus interest, if any, elected by the Holder to be converted by (y) the Conversion Price.


 


ii.
Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share
Delivery Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing
the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective
Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase
Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note. On or after the earlier
of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, Borrower shall use its commercially reasonable
efforts to deliver any certificate or certificates required to be delivered by Borrower under this Section 4(c) electronically
through the Depository Trust Company or another established clearing corporation performing similar functions.


 


iii.
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not
delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which
event Borrower shall promptly return to the Holder any original Note delivered to Borrower and the Holder shall promptly return
to Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.
Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note
in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other
Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver
by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert
any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or
anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless
an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have
been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding
principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence
of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower
fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery
Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount
being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated
damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds
such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant
to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to
enforce damages pursuant to any other Section hereof or under applicable law.


 






    	 	 7	 



     


    

 


v.
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available
to the Holder, if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery
Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon
the conversion relating to such Share Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the
Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s
total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by
(2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage
commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the
principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements
under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure
to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms
hereof.


 


vi.
Reservation of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein
provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the
other holders of the Notes), not less than three times such aggregate number of shares of the Common Stock as shall (subject to
the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions
of Section 5) upon the conversion of the then outstanding principal amount of this Note and interest which has accrued and would
accrue on such principal amount, assuming such principal amount was not converted through three years after the Original Issue
Date. Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid and nonassessable.


 






    	 	 8	 



     


    

 


vii.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of
this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.


 


viii.
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall
be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the
Holder of this Note so converted and Borrower shall not be required to issue or deliver such certificates unless or until the
Person or Persons requesting the issuance thereof shall have paid to Borrower the amount of such tax or shall have established
to the satisfaction of Borrower that such tax has been paid. Borrower shall pay all Transfer Agent fees required for same-day
processing of any Notice of Conversion.


 


d)
Holder’s Conversion Limitations. From and after the date that the Conversion Shares are of a class of equity of the
borrower registered under Section 12(g) of the Exchange Act or the Company is subject to the reporting requirements of Section
13 or Section 15(d) of the Exchange Act, Borrower shall not effect any conversion of this Note, and a Holder shall not have the
right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable
Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with
the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which
such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of Borrower subject to a limitation on
conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants)
beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination
of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of
which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice
of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other
securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case
subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent
to Borrower each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set
forth in this paragraph and Borrower shall have no obligation to verify or confirm the accuracy of such determination. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of
the following: (i) Borrower’s most recent periodic or annual report filed with the Commission, as the case may be, (ii)
a more recent public announcement by Borrower, or (iii) a more recent written notice by Borrower or Borrower’s transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, Borrower shall
within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In
any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of Borrower, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder,
upon not less than 61 days’ prior notice to Borrower, may increase the Beneficial Ownership Limitation provisions of this
Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held
by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase
will not be effective until the 61st day after such notice is delivered to Borrower. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 






    	 	 9	 



     


    

 


Section
5. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of
the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of Borrower, then the Fixed Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of Borrower) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time Borrower grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and
such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).


 






    	 	 10	 



     


    

 


c) Pro
Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend whether
or not permitted, or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of
Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of
arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder
would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distribution would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in
such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


d)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or
more related transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) Borrower, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) Borrower, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of Borrower, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior
to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Fixed Conversion Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental
Transaction, and Borrower shall apportion the Fixed Conversion Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.
Borrower shall cause any successor entity in a Fundamental Transaction in which Borrower is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of Borrower under this Note and the other Transaction Documents
(as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(d) pursuant to written agreements in
form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which
is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the
conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion
price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of Borrower and shall assume all of the obligations of
Borrower under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
Borrower herein.


 






    	 	 11	 



     


    

 


e) Adjustment
Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, the Company issues or sells, or in
accordance with this Section 5 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale
of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or
sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less
than a price equal to the Fixed Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale
(such Fixed Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a
“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Fixed Conversion Price then in
effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation,
determining the adjusted Fixed Conversion Price and consideration per share under this Section 5(e)), the following shall be
applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells any options (other than options that qualify as Exempt
Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such
option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option is
less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such option for such price per share. For purposes of this Section
5(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such
options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such
option” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such option, upon
exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of
such option and (y) the lowest exercise price set forth in such option for which one share of Common Stock is issuable upon
the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon
exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other
Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of
any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or
receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no
further adjustment of the Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of
such Common Stock Equivalents upon the exercise of such options or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Common Stock Equivalents.


 






    	 	 12	 



     


    

 


(ii) Issuance
of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than
Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock
is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale
of such Common Stock Equivalents for such price per share. For the purposes of this Section 5(e)(ii), the “lowest price
per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be
equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion,
exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock
Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of
all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of
such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on,
the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the
Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or
exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon
exercise of any Options for which adjustment of this Note has been or is to be made pursuant to other provisions of this
Section 5(e), except as contemplated below, no further adjustment of the Fixed Conversion Price shall be made by reason of
such issue or sale.


 


(iii) Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate
at which any Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock
increases or decreases at any time, the Fixed Conversion Price in effect at the time of such increase or decrease shall be
adjusted to the Fixed Conversion Price which would have been in effect at such time had such options or Common Stock
Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased
conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5(e)(iii),
if the terms of any option or Common Stock Equivalent that was outstanding as of the date of issuance of this Note are
increased or decreased in the manner described in the immediately preceding sentence, then such option or Common Stock
Equivalent and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to
have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 5(e) shall be made if
such adjustment would result in an increase of the Fixed Conversion Price then in effect.


 






    	 	 13	 



     


    

  


(iv) Calculation
of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the
“Primary Security”, and such option and/or Common Stock Equivalent and/or Adjustment Right, the
“Secondary Securities”), together comprising one integrated transaction, the consideration per share of
Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per
share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to
Section 5(e)(i) or 5(e)(ii) above, as applicable) solely with respect to such Primary Security, minus (y) with respect to
such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such option, if any, (II) the fair
market value (as determined by the Holder) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right,
if any, and (III) the fair market value (as determined by the Holder) of such Common Stock Equivalent, if any, in each case,
as determined on a per share basis in accordance with this Section 5(e)(iv). If any shares of Common Stock, options or Common
Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for
the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the
purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration
received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a
consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common
Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such
consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of
receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the
consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of
the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options
or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded
securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent,
but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the
Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event
requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined
within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and
binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the
Company.


 


f)
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and
outstanding.


 






    	 	 14	 



     


    

 


g)
Notice to the Holder.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5,
Borrower shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer
of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained
for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear
upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the
20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 


Section
6. Negative Covenants. As long as any principal amount of this Note remains outstanding, Borrower shall not, and shall
not permit any of the Subsidiaries to, directly or indirectly:


 


a)
enter into any transaction pursuant to Section 3(a)(10) of the Securities Act;


 


b)
other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
therefrom;


 


c)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that
materially and adversely affects any rights of the Holder;


 






    	 	 15	 



     


    

 


d)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its
Common Stock or Common Stock Equivalents other than as to the Conversion Shares or Warrant Shares as permitted or required
under the Transaction Documents;


 


e)
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole
or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of
any Indebtedness (other than the Notes if on a pro-rata basis), whether by way of payment in respect of principal of (or
premium, if any) or interest on, such Indebtedness;


 


f)
declare or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of
Common Stock, preferred stock, or any other equity security by way of return of capital or otherwise including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction;


 


g)
enter into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with
the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the
disinterested directors of Borrower (even if less than a quorum otherwise required for board approval);


 


h)
enter into any capital transaction within 30 days before or after the Original Issue Date; or


 


i)
enter into any agreement with respect to any of the foregoing.


 


Section
7. Events of Default.


 


a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event 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 (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts
owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the
Maturity Date or by acceleration or otherwise) which default, solely in the case of a default under clause (B) above, is not
cured within 3 Trading Days after Borrower has become or should have become aware of such default;


 


ii.
Borrower shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by
Borrower of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in
clause (ix) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days
after written notice of such failure sent by the Holder or by any Other Holder to Borrower and (B) ten (10) Trading Days
after Borrower has become or should have become aware of such failure;


 


iii.
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or
instrument) shall occur under (A) any of the Transaction Documents, including but not limited to failure to strictly comply
with the provisions of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which
Borrower or any Subsidiary is obligated (and not covered by clause (vi) below), which, in the case of subsection (B), would
reasonably be expected to have a Material Adverse Effect;


 






    	 	 16	 



     


    

 


iv.
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or
thereto or any other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be
untrue or incorrect in any material respect as of the date when made or deemed made;


 


v.
Borrower or any Subsidiary shall be subject to a Bankruptcy Event;


 


vi.
Borrower or any Subsidiary shall default on any of its obligations under 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
that (a) involves an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be created,
and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise
become due and payable;


 


vii.
Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction;


 


viii.
Borrower does not meet the current public information requirements under Rule 144;


 


ix.
Borrower shall fail for any reason to deliver certificates to a Holder prior to the fifth (5th) Trading Day after
a Conversion Date pursuant to Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of
public announcement, of Borrower’s intention to not honor requests for conversions of any Notes in accordance with the
terms hereof;


 


x.
any Person shall breach any material term of any agreement delivered to the initial Holders pursuant to Section 2.2(a) of the
Purchase Agreement;


 


xi.
any monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of
their respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall
remain unvacated, unbonded or unstayed for a period of 90 calendar days;


 


xii.
any dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their
business;


 


xiii.
cessation of operations by Borrower or a material Subsidiary;


 


xiv.
an event resulting in the Common Stock no longer being listed or quoted on a Trading Market, or notification from a Trading
Market that the Borrower is not in compliance with the conditions for such continued quotation and such non-compliance
continues for twenty (20) days following such notification;


 


xv.
a Commission or judicial stop trade order or suspension from the Borrower’s Principal Trading Market;


 






    	 	 17	 



     


    

 


xvi.
the Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the
Holder;


 


xvii.
a failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the
terms of this Note or any other Transaction Document;


 


xviii.
a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder
are parties which is not cured after any required notice and/or cure period or waived;


 


xix.
the occurrence of an Event of Default under any Other Note;


 


xx.
any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms
thereof) cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof
shall be contested by Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having
jurisdiction over Borrower or Holder, seeking to establish the invalidity or unenforceability thereof, or Borrower shall deny
in writing that it has any liability or obligation purported to be created under any Transaction Document;


 


xxi.
the failure by Borrower or any material Subsidiary to maintain any material intellectual property rights, personal, real
property, equipment, leases or other assets which are necessary to conduct its business (whether now or in the future) and
such breach is not cured with twenty (20) days after the first day of such occurrence; or


 


xxii.
the restatement after the date hereof of any financial statements filed by the Borrower with the Commission for any date or
period from and after the Original Issue Date and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect. For the avoidance of
doubt, any restatement related to new accounting pronouncements shall not constitute a default under this Section.


 


xxiii
the Conversion Price falls below the par value of the common stock subject to cure as set forth above.


 


In
the event more than one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice
period shall be applicable thereto.


 


b)
Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction. If any Event of Default or a
Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages
and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately
due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence
of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 24% per annum or the maximum
rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender
this Note to or as directed by Borrower. In connection with such acceleration described herein, the Holder need not provide, and
Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder 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 acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the
Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to
this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 






    	 	 18	 



     


    

 


Section
8. Redemption. The Borrower will have the option at any time up to the 179th day after the Closing
Date, of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in
part, by paying to the Holder a sum of money in cash equal to one hundred and eighteen percent (118%) of the Principal amount
to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the
Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption
Amount”). Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice
of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the
“Redemption Payment Date”), which date shall be a date certain not sooner than five (5) business days
after the date of the Notice of Redemption (the “Redemption Period”). At all times up to the Redemption
Payment Date, the Holder may convert any portion of this Note. On the Redemption Payment Date, the Redemption Amount, less
any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid
in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as
set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver
another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of
Default.


 


Section
9. Miscellaneous.


 


a)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to Borrower, to: Players Network, Inc., 1771 E. Flamingo Road, #201-A,
Las Vegas, NV 89119, Attn: Mark Bradley, CEO, email: mbradley@PlayersNetwork.com, with a copy by fax only to (which shall
not constitute notice): Zev Bomrind, Esq. zbomrind@foxrothschild.com, and (ii) if to the Holder, to: the address and fax
number indicated on the front page of this Note, with an additional copy by fax only to (which shall not constitute notice): Grushko
& Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.


 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of Borrower, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of Borrower. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 






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c)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.


 


d)
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 conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting
in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), 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 such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives 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 such party 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 other manner permitted by applicable law. Each party hereto hereby irrevocably waives, 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. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. This
Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies
of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213
or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other
document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient
or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this
Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


e)
Waiver. Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any
other occasion. Any waiver by Borrower or the Holder must be in writing.


 


f)
Severability. If any provision of this Note is 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.


 


g)
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
permitted under applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Note, and Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 






    	 	 20	 



     


    

 


h)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


i)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.


 


j)
Amendment. Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived
without the written consent of Borrower and the Holder.


 


k)
Facsimile Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic
signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the
same force and effect as if such signature page were an original thereof.


 


*********************


 


(Signature
Pages Follow)


 






    	 	 21	 



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the Date written above.


 


	 	PLAYERS NETWORK, INC.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 






    	 	 22	 



     


    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Convertible Note due October 27, 2018 of Players Network, Inc., a Nevada
corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to
the holder for any conversion, except for such transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion
calculations:


	 	Date
    to Effect Conversion: ____________________________
	 	 
	 	Principal
    Amount of Note to be Converted: $__________________
	 	 
	 	Additional
    Interest to be Converted: $_______________
	 	 
	 	Number
    of shares of Common Stock to be issued: ______________
	 	 
	 	Signature:
    _________________________________________
	 	 
	 	Name:
    ____________________________________________
	 	 
	 	Address
    for Delivery of Common Stock Certificates: __________
	 	_____________________________________________________
    
	 	_____________________________________________________
	 	 
	 	Or
	 	 
	 	DWAC
    Instructions: _________________________________
	 	 
	 	Broker
    No:_____________
	 	Account
    No: _______________


 






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