Exhibit 10.79


 





Note: October 13, 2014


 


NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION 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. 


 


THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER
OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION
OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST
SET FORTH BELOW.


 


8% CONVERTIBLE PROMISSORY NOTE 


 


OF


 


Players
Network


 


Issuance Date: October 13, 2014


Total Face Value of Note: $236,500


Original Issue Discount: $16,500


Initial Purchase: $75,250


 


This
Note is a duly authorized Convertible Promissory Note of Players Network a corporation duly organized and existing under
the laws of the State of Nevada (the “Company”), designated as
the Company's 8% Convertible Promissory Note due October 13, 2015 (“Maturity Date”) in the principal amount
of $236,500 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to the order of Tangiers Investment Group, LLC or its registered
assigns or successors-in-interest (“Holder”) the principal sum of up to $236,500 and to pay “guaranteed”
interest on the principal balance hereof (which principal balance shall be increased by the Holder’s payment of additional
consideration as set forth herein and which increase shall also include the prorated amount of the original issue discount in connection
with Holders payment of additional consideration) at the rate of 8%, all of which “guaranteed” interest shall be deemed
earned as of the date of each such payment of additional consideration by the Holder on the Maturity Date, to the extent such principal
amount and “guaranteed” interest have been repaid or converted into the Company's Common Stock, $0.001 par value per
share (the “Common Stock”), in accordance with the terms hereof.


 


The initial Purchase
Price will be $75,250 of consideration upon execution of the Note Purchase Agreement and all supporting documentation. The sum
of $70,000 shall be remitted and delivered to the Company, and $5,250 shall be retained by the Purchaser through an original issue
discount for due diligence and legal bills related to this transaction. The Holder reserves the right to pay additional consideration
at any time and in any amount it desires, up to the total face value of this Note, at its sole discretion. The principal sum (including
the prorated amount of the original issue discount) owed by the Company shall be prorated to the amount of consideration paid by
the Holder and only the consideration received by the Company, plus prorated “guaranteed” interest and other fees and
prorated original issue discount, shall be deemed owed by the Company. The original issue discount is set at 7.5% of any consideration
paid. The Company is not responsible to repay any unfunded portion of this Note.


 






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In addition to the
“guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(e), additional interest will
accrue from the date of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law
(the “Default Rate”).


 


This Note may be
prepaid according to the following schedule: Between 1 and 180 days from the date of execution, this Note may be prepaid for 125%
of face value plus accrued interest. After 180 days from the date of execution until the Due Date, this Note may not be prepaid
without written consent from Tangiers. Whenever any amount expressed to be due by the terms of this Note is due on any day which
is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day.


 


For purposes hereof
the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Conversion
Price” shall be equal to 60% of the average of the two lowest closing market prices of the Company’s common
stock during the 15 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. If the
Company is placed on “chilled” status with the Depository Trust Company (“DTC”), the discount shall
be increased by 10% until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“DWAC”)
eligible through their Transfer Agent and the Depository Trust Company’s (“DTC”) Fast Automated Securities
Transfer (“FAST”) system, the discount will be increased by 5%. In the case of both, the discount shall be a
cumulative 15%. This note is subject to a limitation of $37,650 in principal conversion every 20 trading days.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the prorated amount of
the original issue discount), (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Note
but not previously paid or added to the Principal Amount.


 


“Trading
Day” shall mean a day on which there is trading on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest or principal payments
in common stock as set forth herein) in accordance with the terms hereof.


 


The following terms
and conditions shall apply to this Note:


 


Section 1.00     Conversion.


 


(a)          Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall
have the right, at the Holder's option, at any time to convert the outstanding Principal Amount and interest under this Note in
whole or in part.


 


(b)          The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion
Date”.


 






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(i)                
Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later
than two 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive
legends and trading restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this
Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note,
provided the Company's transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder, the Company shall use commercially reasonable
efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee),
by crediting the account of the Holder’s (or such designee’s) prime broker with DTC through its Deposits and Withdrawal
at Custodian (“DWAC”) program (provided that the same time periods herein as for stock certificates shall apply).


 


(ii)                
Charges, Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note
shall be made without charge to the Holder for any issuance fee, transfer tax, postage/mailing charge or any other
expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance
of the Common stock to Holder and acknowledges that this is a material obligation of this Note.


 


If the Company fails to deliver
to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer
or legends) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount
equal to $2,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely
difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common
Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable
estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Amount of the Note.


 


(c)          Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (and
repayments in Common Stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the
Holder, not less than three times the number of shares of Common Stock as shall be issuable (taking into account the adjustments
under this Section 1 but without regard to any ownership limitations contained herein) upon the conversion of this Note to Common
Stock (the “Required Reserve”). These shares shall be reserved in proportion with the consideration actually received
by the Company and the total sharers reserved will be increased with future payments of consideration by Holder to ensure the Required
Reserve is met. The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized,
validly issued, fully-paid, non-assessable and freely-tradable. If the amount of shares on reserve at the Transfer Agent for this
Note in Holder’s name shall drop below the Required Reserve, the Company will, within two (2) business days of written notification
from Holder, instruct the Transfer Agent to increase the number of shares so that the Required Reserve is met. The Company agrees
that this is a material term of this Note and any breach of this will result in a default of the Note.


 






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(d)          Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder owning
more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership
Percentage”).


 


Section 2.00     Defaults
and Remedies.


 


(e)          Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which
default continues for more than 5 business days after the due date; (ii) a default in the timely issuance of underlying
shares upon and in accordance with terms hereof, which default continues for 3 Business Days after the Company has failed to
issue shares or deliver stock certificates within the 3rd day following the Conversion Date; (iii) failure by the Company for
3 days after notice has been received by the Company to comply with any material provision of the Note Purchase Agreement;
(iv) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) if the
Company is subject to any Bankruptcy Event; (vi) any failure of the Company to satisfy its “filing” obligations
under the rules and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; (vii) any failure of
the Company to provide the Holder with information related to the corporate structure including, but not limited to, the
number of authorized and outstanding shares, public float, etc. within 1 day of request by Holder; (viii) failure to have
sufficient number of authorized but unissued shares of the Company’s Common Stock available for any conversion; (ix)
failure of Company’s Common Stock to maintain a bid price in its trading market which occurs for at least 3 consecutive
Trading Days; (x) any delisting for any reason; (xi) failure by Company to pay any of its Transfer Agent fees or to maintain
a Transfer Agent of record; (xii) any trading suspension imposed by the Securities and Exchange Commission under Sections
12(j) or 12(k) of the 1934 Act; (xiii) any breach of Section 1.00 (c); or (xiv) any default after any cure period under, or
acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000 or for money borrowed the
repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee now exists or
shall be created hereafter.


 


Remedies. If an Event
of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount
of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In the event
of such acceleration, the amount due and owing to the Holder shall be increased to 150% of the outstanding Principal Amount of
the Note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note
shall accrue interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default at
a rate of 20%. Finally, the Note will accrue liquidated damages of $1,000 per day from and after the occurrence and during the
continuance of an Event of Default. The Company acknowledges that it would be extremely difficult or impracticable to determine
the Holder’s actual damages and costs resulting from an Event of Default and any such additional amounts are the agreed upon
liquidated damages representing a reasonable estimate of those damages and costs. The remedies under this Note shall be cumulative
and automatically added to the principal value of the Note.


 






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Section 3.00     General.


 


(f)          Payment of Expenses.
The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(g)         Assignment, Etc.
The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company
and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(h)         Governing
Law; Jurisdiction.


 


(i)                
Governing
Law. This note will be governed by and construed in accordance with the laws of the state of California without regard to
any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)                
Jurisdiction.
Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto
shall be settled by binding arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules
and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved
list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of
interest with either party. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.


 


(ii)                
No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with
respect to any litigation based on, or arising out of, under, or in connection with, this note.


 


 


 


 


IN WITNESS WHEREOF, the Company has
caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.


 


 


Players Network


 


 


By:_____________________________


 


Name:


 


Title:


 


Date:


 


 


This Note is acknowledged as:     Note of October 13, 2014


 






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EXHIBIT A


 


FORM OF CONVERSION NOTICE


 


(To be executed by the Holder in order to
convert that certain $236,500 Convertible Promissory Note identified as the Note)



 


	DATE:	____________________________
	 	 	 
	FROM:	Tangiers Investment Group, LLC
	 	 	 
		Re:	$236,500 Convertible Promissory Note (this “Note”) originally issued by Players Network,
a Nevada corporation, to Tangiers Investment Group, LLC on October 13, 2014.



 


The undersigned
on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding
Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share,
of Players Network (the “Company”) according
to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of
this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage”
contained in this Note.


 





	Conversion
information:	____________________________________________________
	 	Date to Effect Conversion
	 	 
	 	____________________________________________________
	 	Aggregate Principal Amount of Note Being Converted
	 	 
	 	____________________________________________________
	 	Aggregate Interest on Amount Being Converted
	 	 
	 	____________________________________________________
	 	Number of Shares of Common Stock to be Issued
	 	 
	 	____________________________________________________
	 	Applicable Conversion Price
	 	 
	 	____________________________________________________
	 	Signature
	 	 
	 	____________________________________________________
	 	Name
	 	 
	 	____________________________________________________
	 	Address









 






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