DEBT
PURCHASE AGREEMENT


 


THIS
DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the day of the 15th
day of Sept., 2016 (the “Effective Pate”), by and among TCA GLOBAL CREDIT MASTER FUND,
LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor”
or “Lender”), SALKSANNA, LLC (“Assignee”), and KSIX MEDIA HOLDINGS,
INC., a Nevada corporation (the “Borrower”).


 


WITNESSETH


 


WHEREAS,
the Borrower, Lender and others entered into, or are otherwise parties to and bound by, the terms of a Senior secured Credit Facility
Agreement dated as of November 30, 2015 but made effective as of February 24, 2016 (such agreement, together with any amendments,
renewals, substitutions, replacements or modifications from time to time, collectively referred to as the “Credit
Agreement”); and 


 


WHEREAS,
pursuant to the Credit Agreement, the Borrower executed and delivered to Lender that certain Convertible Promissory Note dated
as of November 30, 2015, but made effective as of February 24, 2016, evidencing an aggregate amount of Loans under the Credit
Agreement in the original face amount of $750,000.00 (the “Convertible Note”); and


 


WHEREAS,
Assignee desires to purchase from Lender, and Lender is amenable to selling and assigning to Assignee, Assignor’s right,
title and interest in and to a portion of the monetary obligations evidenced by the Convertible Note (or any replacement notes
issued in replacement thereof as hereby contemplated, as applicable), such portion being equal to the lesser of: (i) Seven Hundred
Thousand Dollars ($700,000.00); or (ii) the amount of the obligations due and owing under the Credit Agreement, (the “Assigned
Debt”), which Assigned Debt shall be purchased by Assignee in multiple tranches as more specifically hereinafter
set forth; and


 


WHEREAS,
on or prior to each “Purchase Tranche Closing” (as hereinafter defined), as directed by Lender, the Borrower agrees
to sever, split, divide and apportion the Convertible Note (or any replacement notes issued in replacement thereof as hereby contemplated,
as applicable) into two separate and distinct replacement notes, each in substantially the form as set forth on Exhibit
“A” attached hereto (the “Note Form”), one for the amount of the portion of the
Assigned Debt being sold and assigned at such Purchase Tranche Closing (the portion of the Assigned Debt being sold and assigned
at each separate Purchase Tranche Closing, as applicable, being referred to as the “Applicable Assigned
Debt”), and one for the remaining amount of the overall debt evidenced by the Convertible Note (or any replacement
notes issued in replacement thereof as hereby contemplated, as applicable);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and agreed, Assignor, Assignee, and Borrower hereby covenant and agree as follows:


 


1.
Recitals. The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this
reference.


 


2.
Agreement to Assign Assigned Debt.


 



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(a)
Purchase Tranche Closings. Provided there is no default or breach under this Agreement, and that no event has occurred
that, with the passage of time, the giving of notice, or both, would constitute a default or breach under this Agreement, and
subject to all the terms and provisions of this Agreement, the Assignor hereby agrees to sell and assign to Assignee, and Assignee
hereby agrees to purchase from Assignor, the Assigned Debt, which Assigned Debt shall be sold in multiple separate tranches (each
of such tranches hereinafter referred to as a “Purchase Tranche”), each of such separate Purchase Tranches
to be sold and assigned on the respective dates and for the respective amounts set forth in the schedule attached hereto as Exhibit
“B” (each closing of a Purchase Tranche referred to as a “Purchase Tranche Closing”
and the purchase price to be paid for each Applicable Assigned Debt at each Purchase Tranche Closing, as shown on such attached
schedule, referred to as the “Applicable Purchase Price”): provided, however, nothing herein shall prevent
Assignee from electing to purchase a greater portion of the Assigned Debt than that set forth in the attached schedule for any
given Purchase Tranche Closing, up to the aggregate amount of the Assigned Debt, by written notice to Assignor delivered prior
to the applicable Purchase Tranche Closing.


 


(b)
Deliveries at Each Purchase Tranche Closing. Subject to the terms of this Agreement, at each Purchase Tranche Closing:
(i) Lender shall execute and deliver to Assignee, an assignment of the Applicable Assigned Debt being sold and assigned at such
Purchase Tranche Closing, substantially in the form attached hereto as Exhibit “C” (each, an “Assignment”);
(ii) Lender shall deliver to Assignee the original replacement note for the Applicable Assigned Debt being sold and assigned at
such Purchase Tranche Closing (subject to receipt of same by Lender from Borrower as provided in Section 2(c) below); and
(iii) Assignee shall pay to Lender the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned at such
Purchase Tranche Closing, by wire transfer of good and cleared U.S. currency to an account designated by Lender.


 


(c)
Borrower’s Obligation to Sever Notes. On or prior to each Purchase Tranche Closing, and within no later than two
(2) business days after request therefor is made by Lender to Borrower, the Borrower agrees to sever, split, divide and apportion
the Convertible Note (or any replacement notes issued in replacement thereof as hereby contemplated, as applicable) into two separate
and distinct and newly issued replacement notes, each substantially in the Note Form. One of such replacement notes shall be for
a principal amount equal to the Applicable Purchase Price corresponding to the Applicable Assigned Debt for the applicable Purchase
Tranche Closing, and the other replacement note shall be for a principal amount equal to the remaining amount of the overall debt
then existing and evidenced by the Convertible Note (or any replacement notes issued in replacement thereof as hereby contemplated,
as applicable). In order to clarify the foregoing, as an example, on or prior to the first Purchase Tranche Closing contemplated
hereby, upon request by Lender, the Borrower shall provide to Lender two replacement notes in replacement of the Convertible Note,
one for $53,452.33, which is the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned at the first
Purchase Tranche Closing, and fee second for $278,530.79 (as of August 29, 2016), which is the amount of the overall debt evidenced
by the Convertible Note, less the Applicable Purchase Price for the replacement note being sold and. assigned at the first Purchase
Tranche Closing. This second replacement note shall then be severed in the same manner for the second Purchase Tranche Closing,
and this foregoing process of severing and issuing replacement notes shall be repeated for each Purchase Tranche Closing, until
the Assigned Debt is sold and assigned in full, or this Agreement is otherwise earlier terminated in accordance with its terms.
Assignee acknowledges and understands that Lender’s obligation to sell, assign and deliver each original replacement note
representing the Applicable Assigned Debt at each Purchase Tranche Closing is subject to and conditioned upon Borrower executing
and delivering such replacement notes to Lender in accordance with this Agreement.


 


(d)
Remaining Debt. Assignee and Borrower acknowledge that at each Purchase Tranche Closing, and subject to Lender’s
receipt of the Applicable Purchase Price, only the Applicable Assigned Debt represented by the specific replacement note representing
the applicable Purchase Tranche shall be deemed sold and assigned hereunder, it being acknowledged by Assignee and by Borrower
that the remaining portion of the debt evidenced by the Convertible Note (or any replacement notes issued in replacement thereof
as hereby contemplated, as applicable) for which the Applicable Purchase Price has not been paid and received by Lender (the “Remaining
Debt”) shall not be sold or assigned thereby unless and until additional replacement notes for additional
Purchase Tranches are thereafter sold in accordance with this Agreement and the Applicable Purchase Price therefor is received
by Lender. Moreover, any portion of the debt evidenced by the Convertible Note other than the Assigned Debt shall also be part
of the Remaining Debt hereunder, shall not be part of this Agreement and shall not be subject to sale or assignment hereunder.


 




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(e)
No Security Rights. Assignee and Borrower each hereby agree and acknowledge that the sale, transfer and assignment of the
Assigned Debt, or any portion thereof, shall be a sale, transfer and assignment of the monetary obligations evidenced by such
Assigned Debt (or portion thereof) only, and shall not include, and such sale, transfer and assignment expressly excludes, the
Remaining Debt, as well as excluding any and all security rights, rights to any collateral, or any other security interests or
rights of Assignor of any nature or kind related to, arising under, or pursuant to, the Credit Agreement, any other “Loan
Documents” (as defined in the Credit Agreement) related thereto, or any other security agreements, UCC financing statements,
or any other documents or instruments relating to the obligations of the Borrower or any “Guarantors” (as defined
in the Credit Agreement) to Assignor (collectively, the “Security Right”), it being agreed and acknowledged
that all Security Rights shall remain with Assignor, as security for any portion of die Assigned Debt not assigned at any Purchase
Tranche Closing, the Remaining Debt, or any other obligations of Borrower or any Guarantors to Assignor.


 


3.
Conditions to Additional Purchases.


 


(a)
Initial Purchase. The initial Purchase Tranche contemplated hereunder shall be closed and funded simultaneous with the
execution of this Agreement by Lender, Assignee and Borrower.


 


(b)
Subsequent Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price
therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any
additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee
shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of
the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing
obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as
defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement
services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing,
or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services
by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have
notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer
agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock
which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased
by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State
of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee
under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of
Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a
Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated,
Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes
aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and
reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches
thereafter shall immediately terminate and be of no further force or effect.


 




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4.
Representations and Warranties of Assignor. Assignor makes the following representations and warranties to Assignee, each
of which shall be deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:


 


(a)
Assignor is the legal and equitable owner of Assignor’s right, title and interest in and to She Assigned Debt, except for
any portion of the Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and


 


(b)
Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion
thereof, except for any portion of the Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and


 


(c)
The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance
by the Assignor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership,
or similar action on the part of the Assignor; and


 


(d)
Except for the foregoing representations and warranties, this Agreement and the Assignment is made by Assignor without recourse,
representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty
or representation, oral or written, past, present or future with respect to fee Assigned Debt, any portion thereof, or any instruments
evidencing same, including, without limitation; (i) the validity, effectiveness or enforceability of the Assigned Debt, any portion
thereof, or any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing
the obligations of Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments
evidencing same; (iii) She existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt,
any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties
or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability
of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments
evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws,
ordinances or regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the
obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance
of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof or any
instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to
undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same,
and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants
and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any
instruments evidencing same, and not any information whatsoever provided or to be provided by Assignor, or any representation
or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein
is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance
of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged
and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor
is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express
warranties contained in this Agreement, and Assignee, by such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY
OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR
ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.


 




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5.
Representations and Warranties of Assignee. Assignee makes the following representations and warranties to Assignor, each
of which shall be deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:


 


(a)
The Assignee is a legally recognized entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery
and performance by the Assignee of the transactions contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of the Assignee.


 


(b)
This Agreement, when executed and delivered by the Assignee, will constitute a valid and legally binding obligation of the Assignee,
enforceable against the Assignee in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights
generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.


 


(c)
The Assignee: (i) either alone or together with its representatives, has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and
has so evaluated the risks and merits of such investment; (ii) has the ability to bear the economic risks of this investment and
can afford a complete loss of such investment; (iii) understands the terms of and risks associated with the acquisition of the
Assigned Debt, or any portion thereof, or any instruments evidencing same, including, without limitation, a lack of liquidity,
price transparency or pricing availability and risks associated with the industry in which the Borrower operates; (iv) has had
the opportunity to review the Borrower, its business, its financial condition, its prospects, the Credit Agreement, the Assigned
Debt, any portion thereof, or any instruments evidencing same, all as the Assignee has determined to be necessary in connection
with this Agreement and the assignments contemplated hereby.


 


(d)
The Assignee understands that: (i) the Assigned Debt, any portion thereof or any instruments evidencing same, have not been registered
under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state; (ii) the
Assigned Debt, any portion thereof, or any instruments evidencing same, and any securities issuable upon conversion of the Assigned
Debt, or any portion thereof, is and will be “restricted securities” as said term is defined in Rule 144 of the Rules
and Regulations promulgated under the Securities Act (“Rule 144”); (iii) the Assigned Debt, any portion
thereof, or any instruments evidencing same, may not be sold, pledged or otherwise transferred unless a registration statement
for such transaction is effective under the Securities Act and any applicable state securities laws, or unless an exemption from
such registration is available with respect to such transaction; and (iv) the Assigned Debt, any portion thereof, or any instruments
evidencing same, will contain restrictive legends as to the foregoing in customary form.


 




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(e)
The Assignee is not accepting this Agreement or any Assignment as a result of any advertisement, article, notice or other communication
regarding the Assigned Debt, any portion thereof, or any instruments evidencing same published in any newspaper, magazine, internet
or social media, broadcast over television or radio, presented at any seminary, or under any other media generally circulated
or available to the public or any other general solicitation or general advertisement.


 


(f)
To the knowledge of its officers, members and managers, neither the execution and delivery of this Agreement, or any Assignment,
nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which
the Assignee is subject or any provision of its organizational documents or other similar governing instruments, or conflict with,
violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Assignee
is a party. The Assignee has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary
or appropriate in connection with this Agreement and the assignment of the Assigned Debt, any portion thereof, or any instruments
evidencing same as contemplated hereby.


 


(g)
To the knowledge of its officers, members and managers, there is no action, suit, proceeding, judgment, claim or investigation
pending, or to the knowledge of the Assignee, threatened against the Assignee which could reasonably be expected in any manner
to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.


 


(h)
To the knowledge of its officers, members and managers, no authorization, consent, approval or other order of, or declaration
to or filing with, any governmental agency or body or other Person is required for the valid authorization, execution, delivery
and performance by the Assignee of this Agreement and the consummation of the transactions contemplated hereby.


 


(i)
The Assignee hereby acknowledges that the Assigned Debt, any portion thereof, or any instruments evidencing same may only be disposed
of in compliance with state and federal securities laws. The Assignee further acknowledges that in connection with any transfer
of the Assigned Debt, any portion thereof, or any instruments evidencing same subsequent to the date hereof and other than pursuant
to an effective registration statement, or an applicable exemption to such registration requirements, the Borrower and/or the
Borrower’s transfer agent may require an opinion of counsel, the form and substance of which opinion shall be reasonably
satisfactory to the Borrower’s transfer agent.


 


6.
Borrower Acknowledgments. Borrower hereby consents to the sale and purchase of the Assigned Debt pursuant to the terms
of this Agreement Borrower further represents and warrants that the obligations evidenced by the Convertible Note, including,
without limitation, all obligations for the Assigned Debt and the Remaining Debt, are valid and enforceable obligations of the
Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the extent
the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability
of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower.
The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement
notes to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt may only represent a portion
of the obligations due or owing under the Convertible Note, and that the Assigned Debt is only being assigned hereunder in Purchase
Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt, and any portion of
the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, are and remain valid and enforceable
obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, and
any portion, of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Leader, as same becomes
due in accordance with the terms of the Credit Agreement and the Convertible Note, or any replacement notes issued in replacement
thereof as hereby contemplated, and nothing contained herein shall be deemed or construed any waiver or to otherwise excuse performance
by Borrower under its obligations to Lender.


 




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7.
RELEASE. AS A MATERIAL INDUCEMENT FOR LENDER TO AGREE TO ENTER INTO THIS AGREEMENT, BORROWER AND ASSIGNEE HEREBY RELEASE
LENDER, TOGETHER WITH ALL OF ITS PARTNERS AND AFFILIATES, AND THE OFFICERS, MEMBERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS AND
ATTORNEYS OF EACH OF THE FOREGOING, FROM ALL CLAIMS, CAUSES OF ACTION AND LIABILITIES OF ANY NATURE OR KIND IN ANY WAY RELATING,
DIRECTLY OR INDIRECTLY, TO THE ASSIGNED DEBT, ANY COLLATERAL SECURING ANY OBLIGATIONS THEREUNDER, THIS AGREEMENT, OR ANY OTHER
DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT, TO THE EXTENT ARISING ON OR PRIOR TO THE DATE HEREOF, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING FROM OR RELATING TO NEGOTIATIONS, DEMANDS, REQUESTS OR EXERCISE OF REMEDIES IN
CONNECTION WITH THE ASSIGNED DEBT, THIS AGREEMENT, ANY OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT,
AND ANY AND ALL FEES OR CHARGES COLLECTED IN CONNECTION WITH THE ASSIGNED DEBT, THIS AGREEMENT, OR ANY OTHER DEBTS OR OBLIGATIONS
IN ANY WAY RELATING TO THE CREDIT AGREEMENT. MOREOVER UPON DELIVERY OF EACH ASSIGNMENT HEREUNDER, THE FOREGOING RELEASE SHALL
BE DEEMED AUTOMATICALLY RE-MADE AND EFFECTIVE FOR ALL CLAIMS, CAUSES OF ACTION AND LIABILITIES OF ANY NATURE OR KIND COVERED HEREBY
TO THE EXTENT ARISING ON OR PRIOR TO THE DATE OF SUCH ASSIGNMENT.


 


8.
Default and Termination.


 


(a)
Breach By Assignor. In the event Assignor shall breach any of its covenants or agreements hereunder, and such breach is
not cured within twenty (20) days after Assignor’s receipt of written notice of such breach from Assignee, which notice
shall specify the breach with specificity, then Assignee’s sole and exclusive remedy hereunder shall be to terminate this
Agreement upon written notice to Assignor, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further
obligation, each to the other, under this Agreement Assignor and Assignee agree that the foregoing exclusive remedy will be adequate
and each of them agrees that Assignee shall not have any other remedies, at law or in equity, for any breach by Assignor not cured
within any applicable notice and cure period, other than termination of this Agreement as hereby provided.


 


(b)
Breach By Assignee. In the event Assignee shall breach any of its covenants or agreements hereunder, and such breach is
not cured within twenty (20) days after Assignee’s receipt of written notice of such breach from Assignor, which notice
shall specify the breach with specificity, then Assignor’s sole and exclusive remedy hereunder shall be to terminate this
Agreement upon written notice to Assignee, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further
obligation, each to the other, under this Agreement. Assignor and Assignee agree that die foregoing exclusive remedy will be adequate
and each of them agrees that Assignor shall not have any other remedies, at law or in equity, for any breach by Assignee not cured
within any applicable notice and cure period, other than termination of this Agreement as hereby provided. Notwithstanding the
foregoing to the contrary, the foregoing notice and cure period shall not be applicable with respect to Assignee’s failure
to pay the Purchase Price at the Purchase Tranche Closing, and any such failure shall be deemed an immediate breach hereunder,
entitling Assignor to avail itself of the exclusive termination remedy hereby provided immediately upon such failure to pay the
Purchase Price at the Purchase Tranche Closing.


 




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(c)
Breach by Borrower. Any breach by Borrower under this Agreement shall be deemed an event of default by Borrower under the
Credit Agreement, and any such breach may be enforced by Assignor through any remedies available to Assignor, at law or in equity,
or under the Credit Agreement. Borrower shall have no rights to enforce this Agreement as against Assignor or Assignee, nor shall
any breach or default by Assignor or Assignee hereunder in any way abrogate, limit, or otherwise affect Borrower’s obligations
under the Credit Agreement and related Loan Documents.


 


9.
No Waiver. The parties recognize and acknowledge that by entering into this Agreement, the Lender is not waiving any rights
or remedies it may have under any of the Loan Documents, any defaults or Events of Default arising thereunder, or any judgments
previously obtained by Lender in connection therewith. In addition, notwithstanding anything contained in this Agreement to the
contrary, the Lender shall have the right, at any time, to: (i) accept payments (whether in full or partial payments) of the then
outstanding Remaining Debt, or any portion of the Assigned Debt not assigned at any Purchase Tranche Closing, whether such payments
are made by the Borrower, or any other Person (whether in connection with such other Person’s purchase of all or any portion
of the then outstanding Remaining Debt, or any portion of the Assigned Debt not assigned at any Purchase Tranche Closing, or otherwise);
or (ii) enter into agreements with Borrower or any other Person for payments to be made to Lender by Borrower or any other Person
at such later dates and under such terms and conditions as Lender may elect in its sole and absolute discretion, and in any of
such events, or for any other reason whatsoever, in Lender’s sole and absolute discretion, Lender shall have the absolute
right to terminate this Agreement upon written notice to Assignee, without liability to Assignee or any other Person, with respect
to any portion of the Assigned Debt not yet sold and assigned to Assignee as of such date.


 


10.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws governing the Credit Agreement


 


11.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


12.
Headings. The headings of the paragraphs of this Agreement have been included only for convenience, and shall not be deemed
in any manner to modify or limit any of the provisions of this Agreement or used in any manner in the interpretation of this Agreement


 


13.
Interpretation. Whenever the context so requires in this Agreement, all words used in the singular shall be construed to
have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “Person”
shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate
or any other entity.


 


14.
Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law. If any provision of this Agreement or the application of such provision to any person or circumstances shall, to any extent,
be invalid or unenforceable, then the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.


 


15.
Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and
shall create a valid and binding obligation of lie party executing same with the same force and effect as if such facsimile or
“.pdf’ signature page was an original thereof.


 


16.
Effective Date. For purposes of this Agreement, the “Effective
Pate” shall mean the date when this. Agreement ‘becomes fully executed by all
parties hereto.


 


[Signatures
on the following page]


 




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IN
WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement as of the date above first written.


 


	 	Assignor:
	 	 
	 	TCA
    GLOBAL CREDIT MASTER FUND, LP
	 	 	 
	 	By:	TCA
    Global Credit Fund GP, Ltd.
	 	Its:	General
    Partner
	 	 	 
	 	By:	/s/
    Robert Press 
	 	 	Robert
    Press, Director
	 	 	 
	 	Date:	 
	 	 	 
	 	Assignee:
	 	 
	 	SALKSANNA,
    LLC
	 	 
	 	By:	/s/
    Mark Savage 
	 	Name:
    	Mark
    Savage 
	 	Title:	President 
	 	 	 
	 	Date:	9.15.16 



 



    	9



    	 



    

 


IN
WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement of the date above first written.


 


Borrower: 


 


KSIX
MEDIA. HOLDINGS, INC., a Nevada corporation


 


	By:	/s/
    Carter Matzinger	 
	Name:	Carter
    Matzinger	 
	Title:	CEO	 
	Date:	9/13/2016	 


 




    	10



    	 



    

 


EXHIBIT
“A”


 


FORM
NOTE


 




    	11



    	 



    

 


 


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(BX4) 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 foil 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 titan 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 SUBJECT 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 (he 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”. die “Conversion Notice”)
(fee 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 effect 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 folly 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, fee 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 die 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 fee principal amounts) 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 holders) 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 die 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 foils 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 Stores 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 lie 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 die 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 driver’s license
as identification.




 


My
Commission Expires:


 


	 	/s/
    Shawn Person
	Notary
    Public
	 
	Shawn
    Person
	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



    	 



    

 


EXHIBIT
“B”


 


PURCHASE
TRANCHES 


 


	Purchase
                                         Tranches
 
	 	Application
    Purchase Price	 	 	Date
    for Purchase Tranche Closing
	 	 	 	 	 	 
	1	 		$53,452.33	 	 	Simultaneously with execution
    of ‘this Agreement
	All additional Purchase Tranches until
    Assignee has purchased the entire amount of the Assigned Debt	 	 	$153,452.33	 	 	Thirty (30) Days after prior Purchase
    Tranche Closing



 




    	10



    	 



    

 


ASSIGNMENT
OF NOTE


 


THIS
ASSIGNMENT OF NOTE (this “Assignment”), is made and entered into as of the 16th day
Of Sept., 2016, by TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960
Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), in
favor of SALKSANNA, LLC (“Assignee”).


 


WITNESSETH


 


WHEREAS,
Assignor is the present legal and equitable owner and holder of that certain First Replacement Note A dated effective as of
Aug 29, 2016, executed by Borrower, and made payable to the order of Assignor, in the original principal amount of $53,452.33
(the “Note”); and


 


WHEREAS,
the parties hereto have entered into a Debt Purchase Agreement dated as of Sep 15, 2016 (the “DPA”),
pursuant to which Assignor has agreed to assign to Assignee, its successors and assigns, Assignor’s right, title and
interest in and to the monetary obligations evidenced by the Note (the “Assigned Debt”), all subject
to the terms and conditions set forth in the DPA and hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the sum of $53,452.33, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed, Assignor, Assignee, and Borrower hereby covenant and agree as follows:


 


1.
Recitals, The recitations set forth in the preamble of this Assignment are true and correct and incorporated herein by
this reference. All capitalized terms used herein and not otherwise defined in this Assignment shall have the same meaning ascribed
to them in the DPA.


 


2.
Assignment, Assignor does hereby transfer, assign, grant, and convey to Assignee, its successors and assigns, all of the
right, title and interest of Assignor in and to the Assigned Debt only, it being acknowledged by Assignee that the Remaining Debt
is not being assigned hereby.


 


3.
No Security Rights. Assignee hereby agrees and acknowledges that the sale, transfer and assignment of the Assigned Debt
shall be a sale, transfer and assignment of the monetary obligations evidenced by such Assigned Debt only, and shall not include,
and such sale, transfer and assignment expressly excludes, the Remaining Debt, and any and all Security Rights.


 


4.
Reference to DPA. The assignment contemplated hereby shall be subject to the representations, warranties, limitations,
exclusions, releases, acknowledgments, and all other terms and provisions of the DPA.


 


5.
Governing Law. This Assignment shall be governed by and construed in accordance with the laws governing the Note.


 


6.
Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


7.
Headings. The headings of the paragraphs of this Assignment have been included only for convenience, and shall not be deemed
in any manner to modify or limit any of the provisions of this Agreement or used in any manner in the interpretation of this Assignment.


 




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8.
Interpretation. Whenever the context so requires in this Assignment, all words used in the singular shall be construed
to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “Person”
shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate
or any other entity.


 


9.
Partial Invalidity. Each provision of this Assignment shall be valid and enforceable to the fullest extent permitted by
law. If any provision of this Assignment or the application of such provision to any Person or circumstances shall, to any extent,
be invalid or unenforceable, then the remainder of this Assignment, or the application of such provision to Persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.


 


10.
Execution. In the event that any signature is delivered by facsimile transmission or by email delivery of a “.pdf”
format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid
and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature
page was an original thereof.


 


[Signatures
on the following page]


 




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IN
WITNESS WHEREOF, Assignor has executed this Assignment as of the date above first written.


 


	 	Assignor:
	 	 
	 	TCA
    GLOBAL CREDIT MASTER FUND, LP
	 	 
	 	By:	TCA
    Global Credit Fund GP, Ltd.
	 	Its:
    	General
    Partner
	 	 	 
	 	By:	/s/
    Robert Press
	 	 	Robert
    Press, Director


 




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