Exhibit 10.19


 


NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


Players
Network


Convertible
Note


	Issuance Date: May 28, 2014	Original Principal Amount: $250,000
	Note No. PNTV-1	Consideration Paid at Close: $50,000
	 	 


 


FOR VALUE RECEIVED,
Players Network, a Nevada corporation (the "Company"), hereby promises to pay to the order of Vista
Capital Investments, LLC or registered assigns (the "Holder") the amount set out above as the Original Principal
Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal")
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance
with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest
Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable,
upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).


The Original Principal
Amount is $250,000 (two hundred fifty thousand) plus accrued and unpaid interest and any other fees. The Consideration is $225,000
(two hundred twenty five thousand) payable by wire transfer (there exists a $25,000 original issue discount (the “OID”)).
The Holder shall pay $50,000 of Consideration upon closing of this Note. The Holder may pay additional Consideration to the Company
in such amounts and at such dates as Holder may choose in its sole discretion. For purposes hereof, the term “Outstanding
Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for
conversion, breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements costs, and any other
fees or charges incurred under this Note. The Original Principal Amount due to Holder shall be prorated based on the Consideration
paid by Holder (plus an approximate 10% Original Issue Discount that is prorated based on the Consideration paid by the Holder
as well as any other interest or fees) such that the Company is only required to repay the amount funded and the Company is not
required to repay any unfunded portion of this Note.


(1)          
GENERAL TERMS


(a)           Payment of Principal. The "Maturity Date" shall be two years from
the date of each payment of Consideration, as may be extended at the option of the Holder in the event that, and for so long as,
an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant
to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to
this Section 1) that with the passage of time and the failure to cure would result in an Event of Default. 



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(b)           Interest. An annual interest rate of twelve percent (12%) (“Interest Rate”)
shall accrue be applied to the Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or sooner as provided
herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration
and transfers of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied.



(c)           Security. This Note shall not be secured by any collateral or any assets pledged to
the Holder


(2)          
EVENTS OF DEFAULT. 


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


(i)                
The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts
when and as due under this Note (including, without limitation, the Company's failure to pay any redemption payments or amounts
hereunder) or any other Transaction Document; 


(ii)              
A Conversion Failure as defined in section 3(b)(ii)


(iii)            
The Company or any subsidiary of the Company shall commence, or there shall be commenced against
the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or
any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether
now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or
any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61
days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged
or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for
the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call
a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or
any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence
in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose
of effecting any of the foregoing;


(iv)            
The Company or any subsidiary of the Company shall default in any of its obligations under
any other Note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due
under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000,
whether such indebtedness now exists or shall hereafter be created; and



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(v)              
The Common Stock is suspended or delisted for trading on the Over the Counter Bulletin Board
market (the “Primary Market”). 


(vi)            
The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


(vii)          
The Company loses its status as “DTC Eligible.”


(viii)        
The Company shall become late or delinquent in its filing requirements as a fully-reporting
issuer registered with the Securities & Exchange Commission.


(b)           Upon the occurrence of any Event of Default, the Outstanding Balance shall immediately increase
to 120% of the Outstanding Balance immediately prior to the occurrence of the Event of Default (the “Default Effect”).
The Default Effect shall automatically apply upon the occurrence of an Event of Default without the need for any party to give
any notice or take any other action.


(3)          
CONVERSION OF NOTE. This Note shall be convertible into shares of the Company's
Common Stock, on the terms and conditions set forth in this Section 3.


(a)           Conversion Right. Subject to the provisions of Section 3(c), at any time or times on
or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount
(as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion
Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this
Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issue
any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share
of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall
pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection
with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this
Note. 


(i)                
"Conversion Amount" means the portion of the Original Principal Amount and
Interest to be converted, plus any penalties, redeemed or otherwise with respect to which this determination is being made.


(ii)              
"Conversion Price" shall equal 65% of the average of the two lowest closing
bids occurring during the sixteen (16) consecutive Trading Days immediately preceding the applicable Conversion Date on which the
Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note.


(b)           Mechanics of Conversion.


(i)                
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on
any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for
receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached
hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following
the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not
required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act
of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC")
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be
entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address
as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required
pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater
than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon
as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders
of such shares of Common Stock upon the transmission of a Conversion Notice.



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(ii)              
Company's Failure to Timely Convert. If within two (2) Trading Days after the Company's
receipt of the facsimile or email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST”
electronic transfer the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion
Amount (a "Conversion Failure"), the Original Principal Amount of the Note shall increase by $2,000 per day until
the Company issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder’s and
Company’s expectation that any damages will tack back to the Issuance Date). Company will not be subject to any penalties
once its transfer agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with
the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those
shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have
the rescinded conversion amount returned to the Outstanding Balance with the rescinded conversion shares returned to the Company
(under Holder’s and Company’s expectations that any returned conversion amounts will tack back to the original date
of the Note).


(iii)             DWAC/FAST
Eligibility. If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer
(such as by delivering a physical stock certificate), or if there is a Conversion Failure as defined in Section 3(b)(ii), and
if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the
Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must
make the Holder whole by either of the following options at Holder’s election:


Market Price
Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s brokerage
account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized by Holder) x (Number of shares
receivable from the conversion)].


Option A –
Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made
by the third business day from the time of the Holder’s written notice to the Company.



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Option B –
Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to the
Outstanding Balance (under Holder’s and the Company’s expectation that any Market Price Loss amounts will tack back
to the Issuance Date).


In the case that conversion
shares are not deliverable by DWAC/FAST electronic transfer an additional 5% discount to the Conversion Price will apply.


(i)                
DTC Eligibility & Sub-Penny. If the Company fails to maintain its status as “DTC
Eligible” for any reason, or, if the Conversion Price is less than $0.01, the Principal Amount of the Note shall increase
by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will
tack back to the Issuance Date). In addition, the Conversion Price shall be redefined to equal the lesser of (a) $0.02 or (b) 50%
of the average of the two lowest closing bids occurring during the sixteen (16) consecutive Trading Days immediately preceding
the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided
in this Note.


(ii)              
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion
of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided
the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note
upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon conversion.


(c)           Limitations on Conversions or Trading.


(i)                
Beneficial Ownership. The Company shall not effect any conversions of this Note and
the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest
hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with
any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect
to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company
the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result
in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any
other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation
to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal
amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion
Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance
with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding
under this Note. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon
not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver. 



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(d)           Other Provisions.


(i)                
Share Reservation. The Company shall at all times reserve and keep available out
of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under
this Note; and within five (5) Business Days following the receipt by the Company of a Holder's notice that such minimum number
of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply
with such requirement. The Company will at all times reserve at least 35,000,000 shares of Common Stock for conversion.


(ii)              
Prepayment. During the first six months this Note is in effect, upon 10 business
days’ notice to Holder (“Notice Period”), the Company may redeem this Note by paying to the Holder an amount
as follows (“Redemption Amount”): (i) if the redemption is within the first 90 days this Note is in effect, then for
an amount equal to 115% of the Outstanding Balance of this Note along with any interest that has accrued during that period, (ii)
if the redemption is after the 90th day this Note is in effect, but before the 180th day this Note is in effect, then for an amount
equal to 125% of the Outstanding Balance of this Note along with any accrued interest. This Note may not be redeemed after 180
days without written consent of the Holder. The redemption must be closed and paid for within 3 business days following the Notice
Period or the redemption will be invalid and the Company may not redeem this Note. The Holder may convert this Note pursuant to
the terms hereof at all times, including during the Notice Period, until the Redemption Amount has been received in full.


(iii)            
Terms of Future Financings. So long as this Note is outstanding, upon any issuance
by the Company or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a
term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Company shall
notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the
transaction documents with the Holder. The types of terms contained in another security that may be more favorable to the holder
of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest
rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.


(iv)            
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole
share.


(v)              
Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of
Default pursuant to Section 2 herein for the Company's failure to deliver certificates representing shares of Common Stock upon
conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the
need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce
damages pursuant to any other Section hereof or under applicable law. 



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(4)          
Section 3(a)(9) or 3(a)(10) Transaction.
So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with,
based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”)
or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into,
or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding,
a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed
and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance
of this Note.


(5)          
PIGGYBACK REGISTRATION RIGHTS. The Company shall include on the next registration statement
the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares
issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance
of this Note, but not less than $25,000, being immediately due and payable to the Holder at its election in the form of cash payment
or addition to the balance of this Note.


(6)          
REISSUANCE OF THIS NOTE.


(a)           Assignability. The Company may not assign this Note. This Note will be binding upon
the Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by
the Holder to anyone of its choosing without Company’s approval. 


(b)          
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender
and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


(7)           NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be those set forth in the communications and documents that each party has provided the
other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written notice given to each other party three
(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of
such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii)
provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.



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The addresses for such communications shall
be:


 


If to the Company, to:


 


____________________________________


 


____________________________________


 


____________________________________


  


____________________________________


Attn:


Email:


 


 


If to the Holder:


 


VISTA CAPITAL INVESTMENTS, LLC


4342 Vista Way


La Mesa CA 91941


Attn: David Clark, Principal


 


 


(8)           APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to conflicts of laws thereof. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California
or in the federal courts located in the city and county of San Diego, in the State of California. Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such courts.


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


[Signature Page Follows]



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IN WITNESS WHEREOF,
the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above.


 


 


 


COMPANY:


 


PLAYERS NETWORK


 


By: _________________________


Name:


Title:


 


 


 


HOLDER:


 


 


VISTA CAPITAL INVESTMENTS, LLC.


 


 


By: /s/ David Clark


 


Name: David Clark


 


Title: Principal


 


 


 


 


 


 


[Signature Page to Convertible Note No. PNTV-1]


 






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EXHIBIT
A


NOTICE
OF CONVERSION


 


[Company
Contact, Position]


[Company
Name]


[Company
Address]


[Contact
Email Address]


 


The undersigned
hereby elects to convert a portion of the $________ Convertible Note _______ issued to Vista Capital Investments, LLC on ____________
into Shares of Common Stock of ____________ according to the conditions set forth in such Note as of the date written below.


 


By accepting
this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 5% (five percent)
of the common stock outstanding. If the number of shares to be delivered represents more than 4.99% of the common stock
outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.


 


Date
of Conversion: _____________________


 


Conversion
Amount: _____________________


 


Conversion
Price: _____________________


 


Shares
to be Delivered: _____________________


 


Shares
delivered in name of:


 


VISTA
CAPITAL INVESTMENTS, LLC


 





Signature:


By:


Title:


Vista Capital Investments, LLC


 


 






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