Exhibit 10.16


 


NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE 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 THE COMPANY.


 


Date of Issuance: July 7, 2014


 


$25,000


 


5% CONVERTIBLE DEBENTURE

DUE JANUARY 7, 2015


 


THIS DEBENTURE is a duly
authorized and issued 5% Convertible Debenture of PRIMCO MANAGEMENT LLC, having a principal place of business at 1875 Century
Park East 6th Floor, Suite 73 Century City, CA. 90067 (the "Company"), due January 7, 2015 (the "Debenture").


 


FOR VALUE RECEIVED, payment
of which is represented by the $25,000 cash payment to WIO Enterprises for the rights to the music album "Inizio" by
the recording artist "Iggy Azalea", the Company promises to pay to LEFT COAST PICTURES, INC., or its registered assigns
(the "Holder"), the principal sum of $25,000 plus interest on January 7, 2015 or such earlier date as the Debentures
are required or permitted to be repaid as provided hereunder (the "Maturity Date"), and to pay interest to the Holder
on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 5% per annum, payable on the
Maturity Date, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.


 


The Company may prepay
any portion of the principal amount at 125% at any time until maturity or conversion, whichever is soonest, along with any accrued
and unpaid accrued interest of this Debenture upon three days written notice to the Holder, at which time no further conversions
by Holder will be permitted.


 


This Debenture is subject to the following additional
provisions:


 


Section 1. DENOMINATIONS.
This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.


 






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Section 2. TRANSFER.
This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws and
regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company
may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and
neither the Company nor any such agent shall be affected by notice to the contrary.


 


Section 3. EVENTS OF DEFAULT.


 


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


 


(i)   any default in the
payment of the principal of, interest (including Late Fees) on, or liquidated damages in respect to this Debenture, free of any
claim of subordination, 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 is not cured, if possible to cure, within 3 days of notice of such default sent by
the Holder;


 


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


 


(iii)   the Company shall
fail to timely file all reports required to be filed by it with the SEC pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise required by the Exchange Act.


 






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(iv)   the
material breach of any written representation or agreement made by the Company and or any of its officers, which shall include,
without limitation, the failure to deliver shares of common stock due Holder on a conversion within FIVE Business Days
from the date of conversion or sooner, under the terms and conditions described in Section 4, below, which delivery must be otherwise
made per reasonable specifications of the Holder (e.g. to brokerage firm account).


 


(b)   If any Event of Default occurs
and is continuing, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof,
to the date of acceleration shall become at the Holder's election, immediately due and payable in cash. The Holder need not provide
and the Company 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 declaration may be rescinded and annulled by Holder at any time prior to payment hereunder and
the Holder shall have all rights as a Debenture holder until such time, if any, as the full payment under this Section shall have
been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


Section 4. Conversion.


 


(a)   Holder's Conversion Right.


 


(i)   At any time six (6)
months after the Issuance Date until this Debenture is no longer outstanding, this Debenture, including interest and principal,
shall be convertible into shares of Common Stock at a price equal to a 50% discount to the lowest reported traded price in the
previous 10 trading days per share (the "Set Price") at the option of the Holder, in whole at any time and from time
to time, provided that total the maximum stock issued shall not exceed 4.9% of the issued and outstanding common shares of the
Company at the time of conversion. The Holder shall effect conversions by delivering to the Company a Notice of Conversion ("Notice
of Conversion"), specifying the date on which such conversion is to be effected (a "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 provided
hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company.
The Company shall deliver any objection to any Notice of Conversion within two (2) Business Days of receipt of such notice. In
the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest
error. If the Company does not request the issuance of the shares underlying this Debenture after receipt of a Notice of Conversion
within two (2) Business days following the period allowed for any objection, the Company shall be responsible for any differential
in the value of the converted shares underlying this Debenture between the value of the closing price on the date the shares should
have been delivered and the date the shares are delivered.


 


The Holder and any assignee,
by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated
on the face hereof.


 






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(ii)   If the Company,
at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions
on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture, including as
interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then the Set Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such
event and of which the denominator shall be the number of shares of Common Stock outstanding 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.


 


(iii)  Whenever
the Set Price is adjusted pursuant to any of Section 4, the Company shall promptly mail to Holder a notice setting forth the Set
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(iv)  If (A)
the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders
of the Common Stock 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 the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;
then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the
Debentures, and shall cause to be mailed to the Holder at its last address as shall appear upon the stock books of the Company,
at least 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 mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the
effective date of the event triggering such notice.


 






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(v)  If, at any time while
this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification
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 (in any such case, a "Fundamental Transaction"), then upon any subsequent conversion
of this Debenture, the Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such
conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of one share of Common Stock (the "Alternate Consideration"). For purposes of any such conversion,
the determination of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Set 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 Debenture following such Fundamental Transaction. To the extent necessary to effectuate
the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new debenture consistent with the foregoing provisions and evidencing the Holder's right to convert such debenture into
Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is affected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Debenture
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
If any Fundamental Transaction constitutes or results in a Change of Control Transaction, then at the request of the Holder delivered
before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will
purchase the Debenture from the Holder for a purchase price, payable in cash within 10 Trading Days after such request (or, if
later, on the effective date of the Fundamental Transaction), equal to the 125% of the remaining unconverted principal amount
of this Debenture on the date of such request, plus all accrued and unpaid interest thereon, plus all other accrued and unpaid
amounts due hereunder.


 


(b)   Any and all notices
or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion,
shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed
to the Company, at the address set forth or such other address or facsimile number as the Company may specify for such purposes
by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries
to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized
overnight courier service addressed to the Holder at the facsimile telephone number or address of the Holder appearing on the
books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time)
on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


 






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(c)   Notwithstanding anything
to the contrary herein contained, the Holder may not convert this Debenture to the extent such conversion would result in the
Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 9.99% of the
then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the Holder after
application of this section. The provisions of this section may be waived by the Holder (but only as to itself and not to any
other Holder) upon not less than 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


Section 5.
Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture: (a) capitalized terms not
otherwise defined herein have the meanings given to such terms in the Purchase Agreement, and (b) the following terms shall have
the following meanings:


 


"Business
Day" means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


"Common
Stock" means the common stock of the Company and stock of any other class into which such shares may hereafter have been
reclassified or changed.


 


"Person"
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


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


 


"Set Price" shall have the meaning set
forth in Section 4(a).


 


Section 6.
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Debenture at the time,
place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This
Debenture ranks pan passu with all other Debentures now or hereafter issued under the terms set forth herein. As long as this
Debenture is outstanding, the Company shall not and shall cause it subsidiaries not to, without the consent of the Holder, (a)
amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder;
(b) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common
Stock or other equity securities other than as to the Underlying Shares to the extent permitted or required under the Transaction
Documents or as otherwise permitted by the Transaction Documents; or (c) enter into any agreement with respect to any of the foregoing.


 






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Section 7.
If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture,
a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence
of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably
satisfactory to the Company.


 


Section 8.
So long as any portion of this Debenture is outstanding, the Company will not and will not permit any of its subsidiaries to,
directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness 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 that
is senior in any respect to the Company's obligations under the Debentures without the prior consent of the Holder, which consent
shall not be unreasonably withheld.


 


Section 9.
All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, 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 Los Angeles County
(the "California Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the California
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
any such court, or such California 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 Debenture and agrees that such Service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Each 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 Debenture or the transactions contemplated hereby. If either
party shall commence an action or proceeding to enforce any provisions of this Debenture, 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 with the investigation,
preparation and prosecution of such action or proceeding.


 


Section 10.
Any waiver by the Company or the Holder of a breach of any provision of this Debenture 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 Debenture. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Debenture 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
Debenture. Any waiver must be in writing.


 






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Section 11.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest. The Company 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 the Company from paying all or any portion of the principal of or interest on the Debentures as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
indenture, and the Company (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 impeded 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.


 


Section 12.
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.


 


IN WITNESS
WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first
above indicated.


 


	 	By:	/s/ David Michery
	 	 	David Michery, CEO
	 	 	Primco Management, Inc.


 


	ACKNOWLEDGEMENT OF RECEIPT:	 
	 	 	 
	By:	 	 
	 	Raymond  J McNamee, CEO	 
	 	Left Coast Pictures, Inc.	 


 


 


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