BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT
DESCRIBED IN SEC 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF
OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER).


 


FIRST
REPLACEMENT CONVERTIBLE PROMISSORY NOTE A


 


Issuance
and Effective Date: as of August 29,2016


 


$53,542.33


 


FOR
VALUE RECEIVED, KSIX MEDIA HOLDINGS, INC., a Nevada corporation (“Borrower”),
whose address is 10624 S. Eastern Ave., Ste. A-910, Henderson, NV 89052, hereby promises to pay to the order of TCA
Global Credit Master Fund, LP, a Cayman Islands limited partnership, with an office located at 3960 Howard Hughes Parkway,
Suite 500, Las Vegas, Nevada 89169, and its successors or assigns (collectively, the “Holder”), on or
before the Extended Maturity Date (as defined in the Credit Agreement): (i) the principal amount of Fifty-Three Thousand
Five Hundred Forty-Two and 33/100 Dollars ($53,542.33); together with (ii) interest on the unpaid principal balance hereof at
the rate of eighteen percent (18%) per annum commencing as of the effective date hereof; together with (iii) all other Obligations
due, owing and payable under the terms of the Credit Agreement and all other Loan Documents, all in accordance with the terms
hereof and the terms and provisions of that certain Credit Agreement between the Borrower and the Holder dated as of November
30, 2015, but made effective as of February 24, 2016 (the “Original Credit Agreement”) (the Original
Credit Agreement, together with all other renewals, extensions, future advances, amendments, modifications, substitutions, or
replacements thereof, sometimes collectively referred to as the “Credit Agreement”). This First Replacement
Convertible Promissory Note A (this note, and all modifications, extensions, future advances, supplements, and renewals thereof,
and any substitutions therefor, hereinafter referred to as the “Note”) shall be payable in accordance
with the terms of the Credit Agreement and the specific terms set forth below. Capitalized words and phrases not otherwise defined
herein shall have the meanings assigned thereto in the Credit Agreement.


 


This
Note, along with First Replacement Convertible Promissory Note B (“Note B”) being executed and
delivered simultaneously herewith, are being both executed in substitution for and to supersede the Convertible Promissory Note
dated as of November 30, 2015, but made effective as of February 24, 2016 (the “Original Note”), in
its entirety. It is the intention of the Borrower and Lender that while this Note and Note B replace and supersede the Original
Note, in its entirety, it is not in payment or satisfaction of the Original Note, but rather is the substitute of one evidence
of debt for another without any intent to extinguish the old. Nothing contained in this Note or Note B shall be deemed to extinguish
the indebtedness and obligations evidenced by the Original Note or constitute a novation of the indebtedness evidenced by the
Original Note.


 


Principal,
interest and other fees and charges shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the
holder of this Note shall designate in writing to Borrower. Each Loan made by Lender, and all payments on account of the principal
and interest thereof shall be recorded on the books and records of Lender and the principal balance as shown on such books and
records, or any copy thereof certified by an officer of Lender, shall be rebuttably presumptive evidence of the principal amount
owing hereunder.


 




    	 	 1	 



    	 	 	 



    

 


Except
for such notices as may be required under the terms of the Credit Agreement, each Borrower waives presentment, demand, notice,
protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement
of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.


 


Borrower
shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount
of this Note.


 


This
Note shall be governed and construed in accordance with the laws of the State of Nevada, and shall be binding upon Borrower and
their legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement
or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the
extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.


 


Nothing
herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require any Borrower,
or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible
under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of
charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments
made pursuant to this Note, result in the computation or earning of interest in excess of the highest rate permissible under applicable
law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the
Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in
excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of
the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by
the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto
that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess
of the highest rate permissible under applicable law.


 


THE
HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD
THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. THE INTEREST PAYABLE HEREUNDER IS PAYABLE ONLY
OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBIECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAW


 


1.
Conversion of Note. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence
of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Borrower and the Holder, this Note
may be, at the sole option of the Holder, convertible into shares of the common stock, which has a par value of $0,001 per share
(the “Common Stock”) of the Borrower, in accordance with the terms and conditions set forth below.


 


(a)
Voluntary Conversion. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default
under any of the Loan Documents; or (ii) mutual agreement between the Borrower and the Holder, the Holder may convert all or any
portion of the outstanding principal, accrued and unpaid interest, Premium, if applicable, and any other sums due and payable
hereunder or under any other Loan Documents (such total amount, the “Conversion Amount”) into shares
of Common Stock of the Borrower (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount
(the numerator); divided by (ii) eighty-five percent (85%) of the lowest of the daily volume weighted average price of
the Borrower’s Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall
be indicated in the conversion notice (in the form attached hereto as Exhibit “B”, the “Conversion
Notice”) (the denominator) (the “Conversion Price”). The Holder shall submit
a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where
the Conversion Shares should be delivered.


 




    	 	 2	 



    	 	 	 



    

 


(b)
The Holder’s Conversion Limitations. The Borrower shall not effect any conversion of this Note, and the Holder shall
not have the right to convert any portion of this Note, to the extent that after giving cffect to the conversion set forth on
the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s Affiliates and any Persons acting
as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own shares of Common Stock in
excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery
of any Conversion Notice, the Holder shall have the right to request that the Borrower provide to the Holder a written statement
of the percentage ownership of the Borrower’s Common Stock that would be beneficially owned by the Holder and its Affiliates
in the Borrower if the Holder converted such portion of this Note then intended to be converted by Holder. The Borrower shall,
within two (2) Business Days of such request, provide Holder with the requested information in a written statement, and the Holder
shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership
of the Borrower’s Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this
Section may be waived by Holder, in whole or in part, upon notice not less than sixty-one (61) days prior written notice from
the Holder to the Borrower to increase such percentage.


 


For
purposes of this Note, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion
of this Note. The limitations contained in this Section shall apply to a successor holder of this Note.


 


(c)
Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:


 


(i)
To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion
Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed
Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to
the Borrower’s transfer agent).


 


(ii)
Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as
practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or
electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”)
to the Holder indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the
event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder shall have
the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower’s transfer
agent, and pursuant to the terms of the Loan Documents, the Borrower’s transfer agent shall issue the applicable Conversion
Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date
of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer
agent is participating in the Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer
(“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails
to instruct or cause its transfer agent to so act, then pursuant to the Loan Documents, the Holder may request and require the
Borrower’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled
by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system, and provide proof satisfactory to the Holder of such delivery. In the event that the Borrower’s transfer agent
is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date
of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation),
the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its
transfer agent to so act, then pursuant to the Loan Documents, the Holder may request and require the Borrower’s transfer
agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion
Notice, a certificate, registered in the name of the Holder, or its designees, for the number of Conversion Shares to which the
Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note
to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest, Premium, if applicable,
and other sums due hereunder, has been so converted. Subject to the make-whole rights below, conversions hereunder shall have
the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder
and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). 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 may be less than the amount stated
on the face hereof.


 




    	 	 3	 



    	 	 	 



    

 


(iii)
Record Holder. The Person(s) 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(s) of such shares of Common Stock as of the Conversion Date.


 


(iv)
Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered
to or as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Borrower
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the
Borrower shall promptly return to the Holder any original Note delivered to the Borrower and the Holder shall promptly return
to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion
to the Borrower.


 


(v)
Obligation Absolute: Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares
upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder.
In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued
but unpaid interest and Premium, if applicable, thereon in accordance with the terms of this Note, the Borrower may not refuse
conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation
of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining
conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit
of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which
bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which
shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue
Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder such certificate
or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay
to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00
per day for each day after the date by which such certificates should have been delivered until such certificates are delivered.
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Note,
the other Loan Documents, or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver
Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to
it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. 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. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Borrower’s
transfer agent in accordance with the Loan Documents, in the event for any reason the Borrower fails to issue or deliver, or cause
its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights
hereunder.


 




    	 	 4	 



    	 	 	 



    

 


(vi)
Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or
kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Borrower.


 


(d)
Make-Whole Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided
that the Holder realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant
Conversion Notice (such net realized amount, the “Realized Amount”), the Borrower shall issue to the
Holder additional shares of the Borrower’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion
Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale
Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the
average volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior
to the date upon which the Holder delivers notice (the “Make-Whole Notice”) to the Borrower that such
additional shares are requested by the Holder (the “Make-Whole Stock Price”) (such number of additional
shares to be issued, the “Make-Whole Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation
evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing
the Make-Whole Shares, which Make Whole Shares shall be issued and delivered in the same manner and within the same time frames
as set forth in Subsection (c)(ii) above. Subsections (c)(iii), (c)(iv), (c)(v) and (c)(vi) above shall be applicable to the issuance
of the Make-Whole Shares. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable
shares of the Borrower’s Common Stock. Following the sale of the Make-Whole Shares by the Holder: (i) in the event that
the Holder receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice,
is less than the Conversion Amount specified in the relevant Conversion Notice, the Holder shall deliver an additional Make-Whole
Notice to the Borrower following the procedures provided previously in this paragraph, and such procedures and the delivery of
Make-Whole Notices shall continue until the Conversion Amount has been fully satisfied; (ii) in the event that the Holder received
net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice,
such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified
in the relevant Conversion Notice.


 




    	 	 5	 



    	 	 	 



    

 


(e)
Adjustments to Conversion Price. The adjustments set forth in Sections (e)(i) and (e)(ii) below shall be applicable only
to the extent the Conversion Price of the Common Stock does not already reflect an adjustment for any of such events.


 


(i)
Stock Dividends and Stock Splits. If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification
of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding
immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination, or re-classification.


 


(ii)
Fundamental Transaction. If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation
of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one
transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another
Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case,
a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Holder shall have
the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion,
the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the
Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue
to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note
into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 




    	 	 6	 



    	 	 	 



    

 





(iii)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower
shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(iv)
Notice to Allow Conversion by Holder. If: (A) the Borrower shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Borrower is
a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed
at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder
at its last address as it shall appear upon the Borrower’s records, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined,
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled
to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering
such notice.


 


[Signature
page follows]


 




    	 	 7	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the Effective Date set forth above.


 


	BORROWER:	 
	 	 	 
	KSIX
    MEDIA HOLDINGS, INC., a	 
	Nevada
    corporation	 
	 	 	 
	By:
    	/s/
    Carter Matzinger	 
	Name: 	Carter Matzinger	 
	Title:	CEO	 


 


	STATE
    OF	Nevada	)
	 	 	SS.
	COUNTY
    OF	Clark	)


 


The foregoing instrument
was acknowledged before me this 13th day of September, 2016 by Carter Matzinger, who is the CEO
of Ksix Media Holdings, Inc., a Nevada corporation, on
behalf of said corporation. He/She is personally known to me or has produced state issued drivers license as identification.


 


My Commission Expires:


 


	 
	 	/s/
    Shawn Pearson
	 	Notary
    Public
	 	 
	 	Shawn
    Pearson
	 	Name
    of Notary typed or printed




 


[Signature
page to Promissory Note]


 




    	 	 8	 



    	 	 	 



    

  


EXHIBIT
“A”


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal, interest, Premium, if applicable, and/or other sums due under the Convertible
Promissory Note (the “Note”) of KSIX MEDIA HOLDINGS, INC., a Nevada corporation (the “Company”),
into shares of common stock, which has a par value of $0,001 per share (the “Common Shares”), of the
Company in accordance with the conditions of the Note, as of the date written below.


 


Based
solely on information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership
of the Common Shares does not exceed the Beneficial Ownership Limitation determined in accordance with Section 13(d) of the Exchange
Act of 1934, as amended, as specified under the Note.


 





Conversion calculations


 





	Effective
    Date of Conversion:	 
	Principal
    Amount, Interest, Premium, if applicable, and other Sums to be Converted:	 
	Number
    of Common Shares to be Issued:	 


 


	[HOLDER]	 
	 	 	 
	By:	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 








    	 	 9