EXHIBIT 10.11


 





SUBSCRIPTION AGREEMENT


 


 


Players Network


1771 East Flamingo Road


suite 201A


Las Vegas, Nevada 89119


 


Gentlemen:


 


The undersigned understands
that Players Network, a Nevada corporation (the "Company"), is offering for sale shares of its common stock, par
value $0.001 per share ("Shares") and warrants exercisable for shares of the Company’s common stock (“Warrants”)
on the terms and conditions set forth in this Subscription Agreement. The undersigned further understands that the offer and sale
of the Shares and the Warrants is being made without registration under the Securities Act of 1933, as amended (the "Securities
Act").


 


1.1 Authorization.
On or prior to the Closing, the Company shall have authorized: (a) the sale and issuance to the Purchaser of the Shares and
the Warrants (collectively, the “Securities”); and (b) the sale and issuance of the shares of Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares”).


 


1.2 Sale and
Issuance. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase at the Closing,
and the Company agrees to sell and issue to the Purchaser at the Closing, for an aggregate purchase price of Forty Thousand Dollars
($40,000.00), Dollars that number of Shares equal to 1,000,000 multiplied by the Closing Price ($0.04) and a callable warrant exercisable
for an additional number of shares of Common Stock equal to 100% of the shares of Common Stock purchased on the Closing Date at
the exercise price of $0.07 (the “Warrant Price”) over twenty four (24) months from the closing date,


 


1.3 Acceptance
of Subscription and Issuance of the Securities. It is understood and agreed that the Company shall have the right to
accept or reject this subscription in its sole discretion. Notwithstanding anything in this Agreement to the contrary, the
Company shall have no obligation to sell any Securities to any person who is a resident of a jurisdiction in which the sale
or issuance of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of
such jurisdiction (collectively referred to as the "State Securities laws").


 


1.4 Payment
for the Securities. At the Closing the Company shall deliver to the Purchaser a certificate or certificates, registered in
the name of the Purchaser as set forth in Schedule 2.4, representing the shares of Common Stock and a certificate, substantially
in the form of Exhibit A, representing the Warrant that the Purchaser is purchasing, against the purchase price therefor.


 


1.5 Representations
and Warranties of the Company. The Company represents and warrants that:


 


(a) Organization, Good Standing and
Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada and has all requisite corporate power and authority to own and operate its properties and to carry on its business as
now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which qualification is required, except where the failure to so qualify, individually or in the aggregate, would
not have a Material Adverse Effect.


 






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(b) Capitalization. The authorized
capital of the Company consists, or will consist immediately prior to the Initial Closing, of (a) 25,000,000 shares of Preferred
Stock, par value $0.001 (the "Preferred Stock"), of which (i) 2,000,000 shares have been designated Series A Preferred
Stock, and (ii) 8,600,000 shares have been designated Series B Preferred Stock, none of which are outstanding and (b) 600,000,000
shares of common stock, par value $0.001 ("Common Stock"), of which approximately 139,000,000 shares are issued and outstanding.
No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. As of the Initial Closing Date, except as a result of the purchase and
sale of the Securities and for stock options issued by the Company to its employees, directors and consultants, there are no outstanding
options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares
of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue
additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. All of the outstanding
shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all
U.S. federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities.


 


(c) SEC Reports; Financial Statements.
The Company has filed all required SEC Reports for the two years preceding the Initial Closing Date (or such shorter period as
the Company was required by law to file such material). As of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated
there under, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at
the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(d) Authorization. The Company has
all requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents. All corporate
action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery
of the Transaction Documents and the performance of all obligations of the Company hereunder and thereunder, and the authorization,
issuance, sale and delivery of the Shares and the Warrants pursuant to this Agreement, and the Warrant Shares pursuant to the Warrants,
has been taken or will be taken prior to the Closing. The Transaction Documents have been duly executed and delivered by the Company,
and assuming that they have been duly executed and delivered by any party thereto other than the Company or its affiliates, constitute
valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies, limited by applicable federal or state securities laws or the public policy underlying
such laws.


 






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(e) Valid Issuance of Shares and Warrant
Shares. The Shares and Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with the
terms of this Agreement for the consideration set forth herein, and with respect to the Warrant Shares, when issued, sold and delivered
in accordance with the terms of this Agreement and the Warrants for the consideration set forth in the Warrants will be duly and
validly issued, fully paid, and nonassessable and free of all Liens and restrictions on transfer other than the restrictions on
transfer contained in this Agreement, and under applicable state and federal securities laws. No further approval of the security
holders or the Board of Directors of the Company will be required for the issuance and sale of the Securities and the Warrant Shares
to be sold as contemplated herein and in the Warrants, respectively.


 


(f) Offering. Subject in part to
the truth and accuracy of the Purchaser’s representations set forth in this Agreement, the offer, sale and issuance of the
Shares, the Warrants, the Warrant Shares and the Conversion Shares will be exempt from the registration requirements of the Securities
Act, and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable
securities laws of any state of the United States.


 


(g) Material Changes. Since the
date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports, (a) there
has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse
Effect, (b) the Company has not incurred any liabilities (contingent or otherwise) other than (i) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (ii) liabilities not required to be reflected in
the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC, (c) the Company
has not altered its method of accounting, (d) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (e) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
equity incentive plans. The Company does not have pending before the SEC any request for confidential treatment of information.


 


(h) Litigation. There is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company, any of its directors, officers or employees or any of its properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”),
which (a) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or the transactions contemplated by the Transaction Documents, or (b) would, if there were an unfavorable decision, have or reasonably
be expected to result in, individually or in the aggregate, a Material Adverse Effect.


 


(i) Compliance. The Company (a)
is not in default under or in violation of (and, to the Company’s knowledge, no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received written
notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other
similar agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived) or any material contract filed by the Company with the SEC pursuant to the Securities Act, the Exchange
Act or the rules and regulations promulgated thereunder, (b) is in violation of any order of any court, arbitrator or governmental
body applicable to the Company, (c) is or has been in violation of any statute, rule or regulation of any governmental authority
applicable to the Company, including without limitation all foreign, federal, state and local laws applicable to its business.


 






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(j) Title to Assets. The Company
has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and
good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free
and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other
taxes, the payment of which is neither delinquent nor subject to penalties.


 


(k) Patents and Trademarks. The
Company owns, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade
names, copyrights, licenses and other similar rights that are necessary or material for use in connection with its business as
described in the SEC Reports and which the failure to so have would, individually or in the aggregate, have a Material Adverse
Effect (collectively, the “Intellectual Property Rights”). The Company has not received a written notice that
the Intellectual Property Rights used by the Company violates or infringes upon the rights of any Person. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights of the Company.


 


(l) Regulatory Permits. The Company
possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities
necessary to conduct its business as described in the SEC Reports, except where the failure to possess such permits would not,
individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and the Company has not received any written notice of proceedings relating to the revocation or modification of any Material Permit.


 


(m) Transactions with Affiliates and
Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of
the Company, none of the employees of the Company, is presently a party to any transaction with the Company or any Subsidiary (other
than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000
other than (a) for payment of salary or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf
of the Company and (c) for other employee benefits, including stock option agreements under any equity incentive plan of the Company.


 


(n) Sarbanes-Oxley; Internal Accounting
Controls. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable
to it as of the Initial Closing Date. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating
to the Company is made known to the certifying officers by others within those entities, particularly during the period in which
the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the date prior to the
filing date of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item
307(b) of Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that could materially affect
the Company’s internal controls.


 






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(o) Disclosure. The Company has
provided the Purchaser with all the information that the Purchaser has requested for deciding whether to purchase the Series B
Preferred Stock.


 


(p) Registration Rights. Except
as provided in the Investor’s Rights Agreement the Company has not granted or agreed to grant any registration rights, including
piggyback rights, to any person or entity.


 


(q) Corporate Documents. Except
for amendments necessary to satisfy representations and warranties or conditions contained herein (the form of which amendments
has been approved by the Purchaser), the Articles of Incorporation and Bylaws of the Company are in the form previously provided
to the Purchaser.


 


(r) Tax Status. The Company has
made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction
to which it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply.


 


(s) Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


 


(t) Insurance. The Company maintains
insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably
believes is adequate for its business as currently conducted, including, but not limited to, insurance covering all real and personal
property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured
against, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full
force and effect.


 






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(u) Related Party Transactions.
Except as set forth in the SEC Reports, no transaction has occurred between or among the Company, on the one hand, and its affiliates,
officers or directors on the other hand.


 


(v) Foreign Corrupt Practices. Neither
the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of its actions for, or on behalf of, the Company.


 


(w) Full Disclosure. No representation
or warranty of the Company made in this Agreement and the Investor’s Rights Agreement, including any schedules or exhibits
hereto or thereto, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact
necessary to make the statements or facts contained herein or therein not misleading.


 


1.6 Representations
and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company and to each officer,
director, controlling person and agent of the Company that:


 


(a) Organization;
Validity; Enforcements. (a) The Purchaser has power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby, (b) the making and performance of this Agreement by the Purchaser and the
consummation of the transactions herein and therein contemplated will not violate or conflict with, result in the breach or
violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material
agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser
is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory
body, administrative agency or other governmental agency or body applicable to the Purchaser, (c) no consent, approval,
authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is
required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement, (d) upon the execution and delivery of this Agreement, this Agreement
shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with their terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally.


 


(b) Purchase
Entirely for Own Account. The Securities are being acquired for investment for the Purchaser’s own account, not as
a nominee or agent and not with a view to the resale or distribution of any part thereof.


 


(c) Information.
The Purchaser and his advisors, if any, have been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the
Purchaser. The Purchaser and his advisors, if any, have been afforded the opportunity to ask questions of the Company;
provided, however, that neither such inquiries nor any other due diligence investigations conducted by the Purchaser or his
representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and
warranties contained in Section 3. The Purchaser has sought such accounting, legal and tax advice as he has considered
necessary to make an informed investment decision with respect to his acquisition of the Securities.


 






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(d) Investment
Experience. The Purchaser understands that the purchase of the Securities involves substantial risk. The Purchaser is an
investor in securities of companies in the developmental stage and acknowledges that he can bear the economic risk of his
investment and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits
and risks of its investment in the Securities. The Purchaser has undertaken an independent analysis of the merits and the
risks of an investment in the Securities, based on the Purchaser’s own financial circumstances.


 


(e) No
General Solicitation. The Purchaser acknowledges that he has not seen, received, been presented with, or been solicited
by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television
advertisement, or any other form of advertising or general solicitation with respect to the Securities.


 


(f) Accredited
Purchaser. The Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as
presently in effect and Purchaser has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit
D.


 


(g) Restricted
Securities. The Purchaser understands that the Securities are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the
Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that he is familiar with
SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby. The Purchaser will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Securities, nor will the Purchaser engage in any short sale that results in
a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the rules and
regulations promulgated thereunder and any applicable state securities law.


 


(h) Consultation
With Own Attorney. The Purchaser has been advised to consult with his own attorney or attorneys regarding all legal
matters concerning an investment in the Company and the tax consequences of purchasing the Securities, and has done so, to
the extent Purchaser considers necessary.


 


(i) Tax
Consequences. The Purchaser acknowledges that the tax consequences of investing in the Company will depend on particular
circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders,
members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or
liable for the tax consequences to Purchaser of an investment in the Company. The Purchaser will look solely to and rely upon
his own advisers with respect to the tax consequences of this investment.


 






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(j) Information
Provided by Purchaser. All information which the Purchaser has provided to the Company concerning the Purchaser, his
financial position and his knowledge of financial and business matters, and any information found in the Certificate of
Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein or therein.


 


(k) Legends.
The Purchaser understands that, at all times until such time as (a) a registration statement registering the Shares and the
Warrant Shares has been declared effective or (b) the Shares and Warrant Shares may be sold pursuant to Rule 144 under the
Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately
sold, the Shares and the Warrant Shares will bear a restrictive legend in substantially the following form:


 


“NEITHER THESE
SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”


 


(l) Reliance on Exemptions. The
Purchaser understands that the Securities are being offered and sold to him in reliance upon specific exemptions from the registration
requirements of the Securities Act, the rules and regulations promulgated thereunder and state securities laws and that the Company
is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire the Securities.


 


(m) No Government Review. The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed upon or made
any recommendation or endorsement of the Securities.


 


1.7 Waiver,
Amendment. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except
by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.


 


1.8 Assignability.
Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or the undersigned without the prior written consent of the other party.


 






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1.9 Applicable
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA, REGARDLESS OF THE
LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAW.


 


1.10 Section
and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.


 


1.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the same agreement.


 


1.12 Notices.
All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:


 





		(a)	 If to the Company, to it at the following address:



 


Players Network


1771 East Flamingo Rd 201A


Las Vegas, Nevada 89119


Attention: CEO



 


		(b)	If to the undersigned, to him
at the address set forth on the signature page hereto; or at such other address as either party shall have specified by notice
in writing to the other.



  


1.13 Binding
Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns.


 


1.14 Indemnification.
The undersigned acknowledges that he understands the meaning and legal consequences of the representations, warranties, and
covenants set forth herein and that the Company has relied and will rely upon such representations, warranties and covenants.
Therefore, he hereby agrees to indemnify and hold harmless the Company and the officers, directors, controlling persons and
agents of the Company from and against any and all loss, claim, damage, liability or expense, and any action in respect
thereof, joint or several, to which any such person may become subject, due to or arising out a breach of any such
representation, warranty, or covenant, together with all reasonable costs and expenses (including attorneys' fees) incurred
by any such person in connection with any action, suit, proceeding, demand, assessment, or judgment incident to any of the
matters so indemnified against.


 






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1.15 Survival.
All representations, warranties and covenants contained in this Agreement and the indemnification contained in
Section 1.14 shall survive (i) the acceptance of the subscription by the Company and (ii) the death or
disability of the undersigned.


 


1.16 Notification
of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to
the closing of the purchase of the Securities pursuant to this Agreement that would cause any representation, warranty, or
covenant of the undersigned contained in this Agreement to be false or incorrect.


 


IN WITNESS WHEREOF, the undersigned has
executed this Subscription Agreement this _____ day of ______________________, 2014


 


 


_______________________________


Signature


 


_______________________________


Print Name


 


_______________________________


Number and Street


 


_______________________________


City, State and Zip


 


_______________________________


SS# or Tax ID


 


 


Accepted as of


 


______________________ _____, 2014


 


Players Network


 


By______________________________


 






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Accredited Investor Certification


 


Please check response A or B as appropriate:


 


_____ A. I am
not an accredited investor.


 


_____ B. I am an
accredited investor because I am (please check the appropriate response):


 


_____ I have
an individual net worth (or joint net worth with spouse) in excess of $1,000,000; or 


 


_____ I had
an individual income (not including any amounts attributable to spouse or to property owned by spouse) of more than $200,000
in each of the previous two calendar years and a reasonable expectation to reach the same income level in the current year;
or I had a joint income with spouse in excess of $300,000 in each of the previous two calendar years and a reasonable
expectation to reach the same income level in the current year; or 


 


_____ I am a bank
or savings and loan association, whether acting in its individual or fiduciary capacity; or 


 


_____ I am a
broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or 


 


_____ I am an
insurance company; or


 


_____ I am an
investment company registered under the Investment Company Act of 1940, as amended, or a business development company as
defined in said Act; or 


 


_____ I am a Small
Business Investment Company licensed by the U.S. Small Business Administration; or 


 


_____ I am a
plan established and maintained by a state, its political subdivisions or any agency or instrumentality thereof, for the
benefit of its employees, if such plan has total assets in excess of $5,000,000; or 


 


_____ I am an
employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974
(“ERISA”), if the investment decision with respect to this investment is made by a plan fiduciary which is either
a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit plan has
total assets in excess of $5,000,000, or if a self-directed plan, its investment decisions are made solely by persons who are
accredited investors; or 


 


_____ I am a private
business development company as defined in the Investment Advisors Act of 1940, as amended; or 


 


_____ I am a
corporation, Massachusetts or similar business trust or partnership, or any tax exempt organization as defined in Section
501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring Investor Securities, with the total
assets in excess of $5,000,000; or 


 


_____ I am a trust
with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Investor Securities, whose
purchase is directed.


 


IN
WITNESS WHEREOF, the undersigned has executed this Accredited Investor Certification this _____ day of
______________________, 2014


 


 


_____________________________


Signature


 


_____________________________


Print Name


 






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