Exhibit 10.20


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY
THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


 


Principal Amount: $80,000 


Date: June 13, 2014


 


 


CONVERTIBLE PROMISSORY NOTE


 


Players Network, a Nevada Corporation., (hereinafter called
the “Issuer” or “PNTV”), hereby promises to pay to the order of WHC Capital, LLC, a Delaware Limited
Liability Company, or its registered assigns (the “Holder”) the sum of $80,000, together with any interest as set forth
herein, on June 13, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate
of Eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the
same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.


 


This Note may not be prepaid in whole or in part except as otherwise
explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at
the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”).
Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and
the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock) shall be made in
lawful money of the United States of America.


 


All payments shall be made at such address as the Holder shall hereafter
give to the Issuer by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due
by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day
which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full,
the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on
such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day
on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 


Each capitalized term used herein, and not otherwise defined, shall
have the meaning ascribed thereto in the supporting documents of same date (attached hereto).




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This Note is free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Issuer and will not impose personal liability upon the holder thereof.


 


The following terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1Conversion Right. The Holder shall have the right
and at any time during the period beginning on the date of this Note to convert all or any part of the outstanding and unpaid principal
amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date,
or any shares of capital stock or other securities of the Issuer into which such Common Stock shall hereafter be changed or reclassified
at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of
this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion
of the Notes or the unexercised or unconverted portion of any other security of the Issuer subject to a limitation on conversion
or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause
(1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder
upon, at the election of the Holder, not less than 61 days’ prior notice to the Issuer, and the provisions of the conversion
limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in
such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined
by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in
the notice of conversion, (the “Notice of Conversion”), delivered to the Issuer by the Holder in accordance with the
Sections below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or
reasonably expected to result in, notice) to the Issuer before 6:00 p.m., New York, New York time on such conversion date (the
“Conversion Date”).


 


The term “Conversion Amount” means, with respect to
any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2)
at the Issuer’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this
Note to the Conversion Date, plus (3) at the Issuer’s option, Default Interest, if any, on the amounts referred to
in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder.


 


 




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1.2Conversion Price.


 


(a)Calculation of Conversion Price.Holder,
at its discretion, shall have the right to convert this Note in its entirety or in part(s) into common stock of the Company valued
at a Thirty Seven and a half percent (37.5%) discount off of the average of the two (2) lowest closing bid prices for the Company’s
common stock during the Ten (10) trading days immediately preceding a conversion date, as reported by Quotestream.


 


(b)Conversion Price During Major Announcements. Notwithstanding
anything contained in the preceding section to the contrary, in the event the Issuer (i) makes a public announcement that it intends
to consolidate or merge with any other corporation (other than a merger in which the Issuer is the surviving or continuing corporation
and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Issuer or (ii) any person,
group or entity (including the Issuer) publicly announces a tender offer to purchase 50% or more of the Issuer’s Common Stock
(or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the
“Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through
the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would
have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in
effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in
this Section. For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed
transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section has been made,
the date upon which the Issuer (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above)
consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme)
which caused this Section 1.2(b) to become operative.


 


1.3Authorized Shares. The Issuer covenants that during
the period the conversion right exists, the Issuer will reserve from its authorized and unissued Common Stock a sufficient number
of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The
Issuer is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon
full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”).
The Reserved Amount shall be increased from time to time in accordance with the Issuer’s obligations.


 


The Issuer represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable. In addition, if the Issuer shall issue any securities or make any change to
its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the
then current Conversion Price, the Issuer shall at the same time make proper provision so that thereafter there shall be a sufficient
number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.


 


The Issuer (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that
its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and
conditions of this Note.




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If, at any time the Issuer does not maintain the Reserved Amount
it will be considered an Event of Default as defined in this Note.


 


1.4Method of Conversion.


 


(a)Mechanics of Conversion. This Note may be converted
by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Issuer a Notice
of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00
p.m., New York, New York time).


 


(b)Surrender of Note Upon Conversion. Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not
be required to physically surrender this Note to the Issuer unless the entire unpaid principal amount of this Note is so converted.
The Holder and the Issuer shall maintain records showing the principal amount so converted and the dates of such conversions or
shall use such other method, reasonably satisfactory to the Holder and the Issuer, so as not to require physical surrender of this
Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Issuer shall, prima facie, be
controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted
as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Issuer, whereupon
the Issuer will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. 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 represented
by this Note may be less than the amount stated on the face hereof.


 


(c)Payment of Taxes. The Issuer shall not be required
to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or
other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Issuer
shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons
(other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting
the issuance thereof shall have paid to the Issuer the amount of any such tax or shall have established to the satisfaction of
the Issuer that such tax has been paid.


 


(d)Delivery of Common Stock Upon Conversion. Upon receipt
by the Issuer from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of
Conversion meeting the requirements for conversion as provided in this Section, the Issuer shall issue and deliver or cause to
be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within
three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid
principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.




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(e)Obligation of Issuer to Deliver Common Stock. Upon
receipt by the Issuer of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced
to reflect such conversion, and, unless the Issuer defaults on its obligations under this Article I, all rights with respect to
the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,
cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided
herein, the Issuer’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision
thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement
of any other obligation of the Issuer to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Issuer, and irrespective of any other circumstance which
might otherwise limit such obligation of the Issuer to the Holder in connection with such conversion. The Conversion Date specified
in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Issuer before 6:00
p.m., New York, New York time, on such date.


 


(f)Delivery of Common Stock by Electronic Transfer.In
lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Issuer is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request
of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Issuer shall use its
best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by
crediting the account of Holder’s Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g)Failure to Deliver Common Stock Prior to Deadline.
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other
than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Issuer
shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Issuer fails to deliver such Common Stock.
Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option
of the Holder (by written notice to the Issuer by the first day of the month following the month in which it has accrued), shall
be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this
Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.The
Issuer agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
interference with such conversion right are difficult if not impossible to qualify.Accordingly the parties acknowledge that
the liquidated damages provision contained in this Section are justified. Any delay or failure of performance by the Issuer hereunder
shall be excused if and to the extent caused by Force Majeure. For purposes of this agreement, Force Majeure shall mean a cause
or event that is not reasonably foreseeable and/or caused by the Issuer, including acts of God, fires, floods, explosions, riots
wars, hurricanes, etc.




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1.5Concerning the Shares.The shares of Common Stock
issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration
statement under the Act or (ii) the Issuer or its transfer agent shall have been furnished with an opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold
or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred
to an “affiliate” (as defined in Rule 144) of the Issuer who agrees to sell or otherwise transfer the shares only in
accordance with this Section 1.5 and who is an Accredited Investor. Except as otherwise provided herein (and subject to the removal
provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered
under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular
date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that
has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration
statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


 


“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.”


 


The legend set forth above shall be removed and the Issuer shall
issue to the Holder a new certificate therefore free of any transfer legend if (i) the Issuer or its transfer agent shall have
received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall
be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion
of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act
or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that
can then be immediately sold.In the event that the Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline,
it will be considered an Event of Default pursuant to this note.




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1.6Effect of Certain Events.


 


(a)Effect of Merger, Consolidation,
Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the
Issuer, the effectuation by the Issuer of a transaction or series of related transactions in which more than 50% of the
voting power of the Issuer is disposed of, or the consolidation, merger or other business combination of the Issuer with or
into any other Person (as defined below) or Persons when the Issuer is not the survivor shall either: (i) be deemed to be an
Event of Default (as defined in Article III) pursuant to which the Issuer shall be required to pay to the Holder upon the
consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or
(ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.
 
 (b)Adjustment Due to
Merger, Consolidation, Etc.If, at any time when this Note is issued and outstanding and prior to conversion of all of
the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Issuer shall be changed into the same or a different number of
shares of another class or classes of stock or securities of the Issuer or another entity, or in case of any sale
or conveyance of all or substantially all of the assets of the Issuer other than in connection with a plan of complete
liquidation of the Issuer, then the Holder of this Note shall thereafter have the right to receive upon conversion of this
Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive
in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any
limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the
rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall
thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon
the conversion hereof. The Issuer shall not affect any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior
written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the
consummation of,such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or
sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or
acquiring entity (if not the Issuer) assumes by written instrument the obligations of this Section 1.6(b).The above
provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


(c)Adjustment Due to Distribution. If the Issuer shall
declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock
repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Issuer’s shareholders
in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”),
then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders
entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to
the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution.


 


(d)Adjustment Due to Dilutive Issuance. If, at any time
when any Notes are issued and outstanding, the Issuer issues or sells, or in accordance with this Section hereof is deemed to have
issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable
expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect
on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately
upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Issuer
in such Dilutive Issuance.


 



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The Issuer shall be deemed to have issued or sold shares of Common
Stock if the Issuer in any manner issues or grants any warrants, rights or options (not including employee stock option plans),
whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable
for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible
Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such
price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the
exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Issuer as
consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration,
if any, payable to the Issuer upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon
the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange
thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares
of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable).
No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such
Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.


 


Additionally, the Issuer shall be deemed to have issued or sold
shares of Common Stock if the Issuer in any manner issues or sells any Convertible Securities, whether or not immediately convertible
(other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable
upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to
such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable
upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Issuer
as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration,
if any, payable to the Issuer upon the conversion or exchange thereof at the time such Convertible Securities first become convertible
or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock
upon conversion or exchange of such Convertible Securities.




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(e)Purchase Rights. If, at any time when any Notes are
issued and outstanding, the Issuer issues any convertible securities or rights to purchase stock, warrants, securities or other
property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this
Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder
could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without regard to any limitations on conversion contained herein) 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 Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(f)Notice of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Issuer, at its
expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder of a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The
Issuer shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such
adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and
the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.


 


1.7Trading Market Limitations. Unless permitted by the
applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event
shall the Issuer issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase
Agreement more than the maximum number of shares of Common Stock that the Issuer can issue pursuant to any rule of the principal
United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall
be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment
from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common
Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Issuer fails to eliminate any prohibitions
under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Issuer or any of its securities on the Issuer’s ability to issue shares of Common Stock in excess
of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under
Section 3.3 of the Note.


 


1.8Status as Shareholder. Upon submission of a Notice
of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their
issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted
into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and
terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein
or otherwise available at law or in equity to such Holder because of a failure by the Issuer to comply with the terms of this Note.
Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th)
business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then
(unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Issuer) the Holder shall
regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Issuer shall, as soon
as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect
that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including,
without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby
for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect
to subsequent conversions determined in accordance with Section 1.3) for the Issuer’s failure to convert this Note.




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1.9Prepayment. Maker may prepay this Note in accordance
with the following schedule: If within one hundred and eighty (180) of execution, one hundred and thirty percent (130%) of all
outstanding principal and interests in one installment; on or after one hundred and eighty days, Maker may prepay this note with
premium where both the Maker and the Holder have agreed to said prepayment and premium in writing.


 


 


 


ARTICLE II. CERTAIN COVENANTS


 


2.1Distributions on Capital Stock. So long as the Issuer
shall have any obligation under this Note, the Issuer shall not without the Holder’s written consent (a) pay, declare or
set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital
stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or
indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions
pursuant to any shareholders’ rights plan which is approved by a majority of the Issuer’s disinterested directors.


 


2.2Restriction on Stock Repurchases. So long as the Issuer
shall have any obligation under this Note, the Issuer shall not without the Holder’s written consent redeem, repurchase or
otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series
of related transactions any shares of capital stock of the Issuer or any warrants, rights or options to purchase or acquire any
such shares.


 


2.3Borrowings. So long as the Issuer shall have any obligation
under this Note, the Issuer shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently
agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation,
except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money,
except (a) borrowings in existence or committed on the date hereof and of which the Issuer has informed Holder in writing prior
to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or
(c) borrowings, the proceeds of which shall be used to repay this Note.


 


2.4Sale of Assets. So long as the Issuer shall have any
obligation under this Note, the Issuer shall not, without the Holder’s written consent, sell, lease or otherwise dispose
of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets
may be conditioned on a specified use of the proceeds of disposition.


 


2.5Advances and Loans. So long as the Issuer shall have
any obligation under this Note, the Issuer shall not, without the Holder’s written consent, lend money, give credit or make
advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries
and affiliates of the Issuer, except loans, credits or advances (a) in existence or committed on the date hereof and which the
Issuer has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess
of $25,000.


 




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ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each, an “Event
of Default”) shall occur:


 


3.1Failure to Pay Principal or Interest.The Issuer
fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


 


3.2Conversion and the Shares.The Issuer fails to
issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so)
upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer
or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Issuer directs
its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically
or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend
to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder
shall have delivered a Notice of Conversion. It is an obligation of the Issuer to remain current in its obligations to its transfer
agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance
owed by the Issuer to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Issuer’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Issuer to the Holder within forty eight (48) hours
of a demand from the Holder.


 


3.3Breach of Covenants. The Issuer breaches any material
covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the
Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Issuer from the
Holder.


 


3.4Breach of Representations and Warranties.Any representation
or warranty of the Issuer made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made
and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement.


 


3.5Receiver or Trustee. The Issuer
or any subsidiary of the Issuer shall make an assignment for the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise
be appointed.


 


3.6Judgments. Any money judgment, writ or similar process
shall be entered or filed against the Issuer or any subsidiary of the Issuer or any of its property or other assets for more than
$50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the
Holder, which consent will not be unreasonably withheld.




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3.7Bankruptcy. Bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Issuer or any subsidiary of the Issuer.


 


3.8Delisting of Common Stock. The Issuer shall fail to
maintain the listing of the Common Stock in good standing on at least one of the OTC Tiers or an equivalent replacement exchange,
the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.


 


3.9Failure to Comply with the Exchange Act. The Issuer
shall fail to comply with the reporting requirements of the Exchange Act; and/or the Issuer shall cease to be subject to the reporting
requirements of the Exchange Act.


 


3.10Liquidation. Any dissolution, liquidation, or winding
up of Issuer or any substantial portion of its business.


 


3.11Cessation of Operations. Any cessation of operations
by Issuer or Issuer admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that
any disclosure of the Issuer’s ability to continue as a “going concern” shall not be an admission that the Issuer
cannot pay its debts as they become due.


 


3.12Maintenance of Assets.The failure by Issuer to
maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its
business (whether now or in the future).


 


3.13Financial Statement Restatement.The restatement
of any financial statements filed by the Issuer with the SEC for any date or period from two years prior to the Issue Date of this
Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the original financial
statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or supporting documents.


 


3.14Reverse Splits. The Issuer effectuates a reverse
split of its Common Stock without at least twenty (20) days prior written notice to the Holder.


 


 


3.15Replacement of Transfer Agent. In the event that
the Issuer proposes to replace its transfer agent, the Issuer fails to provide, prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor
transfer agent to Issuer and the Issuer.


 


3.16Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or
default by the Issuer of any covenant or other term or condition contained in any of the Other Agreements, after the passage
of all applicable notice and cure or grace periods, shall, at the option of the Issuer, be considered a default under this
Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and
remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other
Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or
by: (1) the Issuer, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without
limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or
companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and
with all other existing and future debt of Issuer to the Holder.




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Upon the occurrence and during the continuation of any Event of
Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the
Maturity Date), the Note shall become immediately due and payable and the Issuer shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE ISSUER SHALL PAY TO
THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED
BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with
respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event
pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through
the delivery of written notice to the Issuer by such Holders (the “Default Notice”), and upon the occurrence of an
Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon
at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Issuer shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum
of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount
of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on
the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g)
hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default
Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise
pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment
Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default
Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion
Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first
occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”)
and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all
of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


If the Issuer fails to pay the Default Amount within five (5) business
days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Issuer
remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Issuer, upon written
notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Issuer equal to the Default
Amount divided by the Conversion Price then in effect.




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ARTICLE IV. MISCELLANEOUS


 


4.1Failure or Indulgence Not Waiver. No failure or delay
on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privileges.All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or
remedies otherwise available.


 


4.2Notices. 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:


 


If to the Issuer, to:


_______________


_______________


_______________


_______________


Attn:

Facsimile:


 


 





 


If to the Holder:


 





WHC Capital, LLC. 


200 Stonehinge Lane, Suite 3


Carle Place, NY. 11514


Tel: 718.530.0182


 


 


4.3Amendments. This Note and any provision hereof may
only be amended by an instrument in writing signed by the Issuer and the Holder. The term “Note” and all reference
thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement)
as originally executed, or if later amended or supplemented, then as so amended or supplemented.




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4.4Assignability.This Note shall be binding
upon the Issuer and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and
assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933
Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide
margin account or other lending arrangement.


 


4.5Cost of Collection. If default is made in the payment
of this Note, the Issuer shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.


 


4.6Governing Law.This Note shall be governed by and
construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.Any action
brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state
courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. The Issuer and Holder waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of
this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other
Transaction Document 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 Agreement 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 law.


 


4.7Certain Amounts.Whenever pursuant to this Note
the Issuer is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid
at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Issuer and the Holder agree that the
actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so
paid by the Issuer represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of
the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this
Note at a price in excess of the price paid for such shares pursuant to this Note. The Issuer and the Holder hereby agree that
such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash
payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8Purchase Agreement. By its acceptance of this Note,
each party agrees to be bound by the applicable terms of the Purchase Agreement.




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4.9Notice of Corporate Events.Except as otherwise
provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it
converts this Note into Common Stock. The Issuer shall provide the Holder with prior notification of any meeting of the Issuer’s
shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Issuer
of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend
or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification
or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose
of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially
all of the assets of the Issuer or any proposed liquidation, dissolution or winding up of the Issuer, the Issuer shall mail a notice
to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation
of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such
dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution,
right or other event to the extent known at such time. The Issuer shall make a public announcement of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section
4.9.


 


4.10Remedies.The Issuer acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly, the Issuer acknowledges that the remedy at law for a breach of its obligations under this Note
will be inadequate and agrees, in the event of a breach or threatened breach by the Issuer of the provisions of this Note, that
the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties
assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically
the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.


 


 


IN WITNESS WHEREOF, Issuer has caused this Note to be signed in
its name by its duly authorized officer:


 


 


 


	 	Players Network.
	 	 
	 	By: /s/ Mark Bradley
	 	 
	 	Print: Mark Bradley
	 	 
	 	Title/Date:
    08/17/14


 


 




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