Exhibit 10.21


 





SECURITIES PURCHASE AGREEMENT


 


 


THIS PURCHASE AGREEMENT ("Agreement")
is made as of the 13th day of June, 2014 by and between Players Network., a Nevada
Corporation,(the "Company"), and WHC Capital, LLC (the "Investor").


 


Recitals


 


A.The Investor wishes to purchase from the Company, and the
Company wishes to sell and issue to the Investor, upon the terms and conditions stated in this Agreement, $80,000 of convertible
securities, in the form attached hereto as Exhibit A (the "Note") and 1,500,000 warrant shares in the form attached
hereto as Exhibit B (the "warrant shares").


 


In consideration of the mutual promises made
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.     Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


"Affiliate" means, with respect to
any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is
under common control with, such Person.


 


"Business Day" means a day, other than a Saturday
or Sunday, on which banks in New York City are open for the general transaction of business.


 


"Common Stock Equivalents" means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including
without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


"Company's Knowledge" means the actual knowledge of the
executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry.


 


"Confidential Information" means
trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures
and techniques, research and development information, computer program code, performance specifications, support documentation,
drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).




 






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"Control" (including the terms "controlling",
"controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise.


 


"Intellectual Property" means
all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether
or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet
domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv)
registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited
to data, data bases and documentation).


 


"Material Adverse Effect"
means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business,
or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations
under the Transaction Documents.


 


"Person"
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


"Purchase Price" means Seventy Five Thousand Dollars
($75,000), representing a $5,000 Issuance discount on the Convertible note for due diligence and documentation fees.


 


"SEC Filings" has the meaning
set forth in Section 2.


 


"SEC" means the United States
Securities and Exchange Commission. "Securities" means the Debentures, the Incentive Shares and the Shares.


 


"Shares" means the shares of
Common Stock issuable upon conversion of the Debenture.


 


"Subsidiary" of any Person
means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient
to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50%
or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


"Transaction Documents" means
this Agreement, the Note, the Company Representation Letter and the Irrevocable Transfer Agent Instructions.


 






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


 


"1934
Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


2. Purchase
and Sale of the Debenture. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor
(i) Convertible Note(s) in the principal amount of $80,000 and (ii) Warrant Certificates covering 1,500,000 Warrant Shares.


 


3. Closing.
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investor, the
Company shall deliver to the Investor, a Note registered the name of the Investor, and the Investor shall cause a wire transfer
in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the
Purchase Price for the Note(the "Closing Date").


 


4. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the schedules
delivered herewith (collectively, the "Disclosure Schedules"):


 


4. 1 Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified
to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could
not reasonably be expected to have a Material Adverse Effect. The Company's Subsidiaries are listed on the Company's public disclosures
filed with the SEC.


 


4.2 Authorization.
The Company has full power and authority and, has taken all requisite action on the part of the Company, its officers,
directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii)
authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization,
issuance (or reservation for issuance) and delivery of the Securities. The Transaction Documents constitute the legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors' rights generally.


 


4.3
Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number
of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company's
stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to
securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock
of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly
issued and are fully paid, nonassessable and free of pre-emptive rights. Except as described on Schedule 4.3, all of the
issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid,
nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law
and any rights ofthird parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other
adverse claim. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual
rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding warrants,
options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of
its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement,
neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any
kind.














 






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Except as described on Schedule 4.3,
the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities
to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 


Except as described on Schedule 4.3,
the Company does not have outstanding stockholder purchase rights or "poison pill" or any similar arrangement in effect
giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.


 


4.4 Valid Issuance. The Note has been
duly and validly authorized and, when issued and paid for pursuant to this Agreement, shall be free and clear of all encumbrances
and restrictions (other than those created by the Investor), except for restrictions on transfer set forth in the Transaction Documents
or imposed by applicable securities laws. Upon the due conversion of the Debenture, the Shares will be validly issued, fully paid
and non-assessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction
Documents or imposed by applicable securities laws and except for those created by the Investor. The Company has reserved a sufficient
number of shares of Common Stock for issuance upon the exercise of the Debenture, free and clear of all encumbrances and restrictions,
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except
for those created by the Investor.


 


4.5 Consents. The execution, delivery
and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities require no consent
of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have
been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and federal securities
laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and
warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance
and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture,
and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights
plan or other "poison pill"arrangement, any anti-takeover, business combination or control share law or statute binding
on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company's Articles
of Incorporation or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions
contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the
Securities by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction
Documents.




 






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4.6 Delivery of SEC
Filings; Business. The Company has made available to the Investor through the EDGAR system, true and complete copies of the
Company's most recent Annual Report on Form 10-K for its last fiscal year (the "10-K"), and all other reports filed by
the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively, the "SEC Filings").
The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries
are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and
accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.


 


4.7 Use of
Proceeds. The net proceeds of the sale of the Note hereunder shall be used by the Company for working capital and general
corporate purposes.


 


4.8 No Conflict, Breach,
Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and
sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute
a default under (i) the Company's Articles of Incorporation or the Company's Bylaws, both as in effect on the date hereof (true
and complete copies of which have been made available to the Investor through the EDGAR system), or (ii)(a) any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company,
any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any
Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties
is subject.


 


4.9 Brokers and Finders.
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of the Company.


 


4.10 No Directed Selling
Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation
or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.


 


4.11 No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security,
under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration
for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.




 






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4.12 Private Placement. The offer and
sale of the Securities to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.


 


5.Representations and Warranties of the Investor. The
Investor hereby represents and warrants to the Company that:


 


5.1 Organization and Existence. Such
Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership
or limited liability company power and authority to invest in the Securities pursuant to this Agreement.


 


5.2 Authorization. The execution, delivery
and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will
each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability, relating to or affecting creditors' rights generally.


 


5.3 Purchase Entirely
for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor's own account,
not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and
such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the 1933 Act without prejudice, however, to such Investor's right at all times to sell or otherwise dispose of all or any part
of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer
registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.


 


5.4 Investment Experience. Such Investor
acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and
experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated
hereby.


 


5.5 Disclosure of Information. Such Investor has had an opportunity to receive all information related
to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business
and the terms and conditions of the offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings.
Neither such inquiries nor any other due diligence investigation conducted by such Investor
shall modify, amend or affect such Investor's right to rely on the Company's representations and warranties contained in this Agreement.






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5.6 Restricted Securities.
Such Investor understands that the Securities are characterized as "restricted securities" under the U.S. federal securities
laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited
circumstances.


 


5.7 Legends. It is understood that, except
as provided below, certificates evidencing the Securities may bear the following or any similar legend:


 


(a) "The securities represented hereby
may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended,
(ii) such securities may be sold pursuant to Rule 144(i), or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable
state securities laws."


 


(b) If required by the authorities of any state
in connection with the issuance of sale of the Securities, the legend required by such state authority.


 


5.8 Accredited Investor. Such Investor is an accredited
investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


 


5.9 No General Solicitation.
Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation.


 


5.10 Brokers and Finders. No Person
will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against
or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of such Investor.


 


6. Conditions to Closing.


 


6.1 Conditions to the Investor's Obligations.
The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment to such Investor's satisfaction, on
or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:


 


(a) The representations and warranties made
by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing
Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation
or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section
4 hereof not qualified as to materiality shall be true and correct in all material respects at all
times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of
an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier
date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed
or observed by it on or prior to the Closing Date.







 






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(b) The Company shall have obtained any and
all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale
of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall
be in full force and effect.


 


(c) No judgment, writ, order, injunction, award
or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any
governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority,
enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.


 


(d) The Company shall have executed and delivered
the Convertible note and supporting documentation.


 


(e) The Company shall have executed and delivered the Irrevocable
Transfer Agent Instructions.


 


(f) No
stop order or suspension of trading shall have been imposed by the public markets on which the Company's common stock is traded
or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.


 


6.2 Conditions to Obligations of the Company.
The Company's obligation to sell and issue the Note at Closing is subject to the fulfillment to the satisfaction of the Company
on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:


 


(a) The representations and warranties made by the Investor
in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the
"Investment Representations"), shall be true and correct in all material respects when made, and shall be true and correct
in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The
Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on
the Closing Date with the same force and effect as if they had been made on and as of said date. The Investor shall have performed
in all material respects all obligations and conditions herein required to be performed or observed by them on or prior to the
Closing Date.


 


(b) The Investor shall have delivered the Purchase Price to
the Company in accordance with the schedule outlined herein.


 


6.3 Termination of Obligations to Effect Closing; Effects.




 






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 (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:






 





(i) Upon the mutual written consent of the Company and the


 


(ii) By the Company if any of the conditions
set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;


 


(iii) By the Investor if any of the conditions set forth in
Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by
the Investor; or


 


provided, however, that, except in the case
of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of
its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such
breach has resulted in the circumstances giving rise to such party's seeking to terminate its obligation to effect the Closing.


 


7. Survival and Indemnification.


 


7.1 Survival. The representations, warranties,
covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.


 


7.2 Indemnification. The Company agrees
to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents
from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney
fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or
proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") to which such Person
may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the
part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred
by such Person.


 


7.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any Person (the "Indemnified Person") of notice of any demand, claim
or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect
of which indemnity may be sought pursuant to Section 7.2, such Indemnified Person shall promptly notify the Company in writing
and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified
Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified
Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the
Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel;
or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement
of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified
Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the
prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect
any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party
and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all liability arising out of such proceeding.




 






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8. Miscellaneous.


 


8.1 Successors and Assigns. This Agreement
may not be assigned by a party hereto without the prior written consent of the Company or the Investor, as applicable, provided,
however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third
party acquiring some or all of its Securities in a private transaction without the prior written consent of the Company, after
notice duly given by such Investor to the Company. The provisions of this Agreement shall inure to the benefit of and be binding
upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


8.2 Counterpart.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.


 


8.3 Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


8.4 Notices. Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by fax,
then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then
such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after
such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be
addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten
days' advance written notice to the other party:









 






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If
to the Company:


 


Players Network.


____________________


____________________





Attn: __________


 


Fax:


 


If to the Investor:


 


WHC Capital, LLC


200 Stonehinge Lane


Suite 3


Carle Place, NY 11514


718.530.0184


 


 


 


8.5 Expenses. The
parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced
by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata
share of the reasonable attorneys' fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party
in such proceedings.


 


8.6 Amendments and Waivers. Any term
of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the Investor. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement
at the time outstanding, each future holder of all such Securities, and the Company.


 


8.7 Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum
extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any
provision of law which renders any provision hereof prohibited or unenforceable in any respect.




 






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8.8 Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


8.9 Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


8.10 Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without regard to principles of conflicts of law. THE COMPANY AND INVESTOR WAIVE ANY
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREIN,
INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits
to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury
waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this
Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York
in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed
in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to
rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction
for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration,
including the arbitrator's fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing
party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the
arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties
shall share equally in the payment of the arbitrator's fees as and when billed by the arbitrator.


 


[signature page follows]




 






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IN WITNESS WHEREOF, the
parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above
written.




 


 





	The Company:	Players Network
	 	 
	 	By: /s/ Mark Bradley
	 	Name: Mark Bradley
	 	Title: CEO
	 	 
	 	 
	The Investor	WHC Capital, LLC
	 	 
	 	 
	 	By: __________________
	 	         Authorized Signatory



 


 


 


 


 


 


 






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