EXHIBIT 10.12


 





THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS
NETWORK, Inc. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	 	Right to Purchase 1,000,000 shares of Common Stock of PLAYERS NETWORK (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No. 2014-01	Issue Date: January 30, 2014


 


PLAYERS NETWORK, a
corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received,
Irwin Zalcberg, or his assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company at any time after the Issue Date until 5:00 p.m., C.S.T on the second anniversary after the Issue Date (the “Expiration
Date”), 1,000,000 fully paid and nonassessable shares of the Common Stock of the Company (the “Warrant Shares”),
at a per share purchase price of $0.07 in lawful money of the United States. The afore described purchase price per share, as adjusted
from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)The term “Company”
shall include PLAYERS NETWORK and any corporation which shall succeed or assume the obligations of PLAYERS NETWORK hereunder.


 


(b)The term “Common
Stock” includes (a) the Company’s Common Stock, $0.001 par value per share, as authorized on the Issue Date, and
(b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)The term “Other
Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise
of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 3 or otherwise.


 






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1.          Exercise of Warrant.


 


1.1.          Number of
Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise
of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant
to Section 3.


 


1.2.          Full Exercise.
This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and surrender of the original Warrant
within five (5) trading days of exercise, to the Company at its principal office, accompanied by payment, in cash, wire transfer
or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.


 


1.3.          Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained
by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the
Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment
by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant
may still be exercised.


 


1.4.          Fair Market
Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:


 


(a)          If the Company’s
Common Stock is traded on an exchange, then the closing or last sale price, respectively, reported for the last business day immediately
preceding the Determination Date;


 


(b)          If the Company’s
Common Stock is not traded on an exchange, but is traded in the over-the-counter market, then the average of the closing bid and
ask prices reported for the last business day immediately preceding the Determination Date;


 


(c)          Except as provided
in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Board of Directors of the Company
shall in good faith determine; or


 


(d)          If the Determination
Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up
pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the
charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect
of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares
of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 






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1.5.          Delivery of Stock
Certificates, etc. on Exercise. As soon as practicable after the exercise of this Warrant in full or in part, and in any event
within five (5) trading days thereafter, the Company at its expense will cause to be issued in the name of and delivered to the
Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable
shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional
share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of
one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable)
to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 


1.6.          Common Stock
Legend. The Holder acknowledges and agrees that the shares of Common Stock of the Company, and, until such time as the Common
Stock has been registered under the 1933 Act and sold in accordance with an effective registration statement, or exemption from
registration, certificates and other instruments representing any of the Common Stock shall bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of any such Securities):


 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PLAYERS
NETWORK, Inc. THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


2.          Cashless Exercise.
If the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall issue to the holder a number of shares of Common
Stock computed using the following formula:


 


X = Y (A-B)


     A


 


	Where 	X =	the number of shares
of Common Stock to be issued to the holder
	 	 	 
		Y =	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)



 


		A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)



 


		B =	Purchase Price (as adjusted to the date of such calculation)



 






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3.          Adjustment for
Reorganization, Consolidation, Merger, etc.


 


3.1.          Reorganization,
Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person
under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation
of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable
on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash)
to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided
in Section 3.2.


 


3.2.          Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described in this Section 3.2. The number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions
of this Section 3.2) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 3.2) be in effect, and (b) the denominator is the Purchase Price
in effect on the date of such exercise.


 


3.3.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant.


 


4.          Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant.


 






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5.          Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant,
with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance
with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in
the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.


 


6.          Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


7.          Transfer on
the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


8.          Notices.
 All notices, demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited
in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service
with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted
to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: (i) if to the Company to 1771 E. Flamingo Rd., #201-A,
Las Vegas, NV 89119, and (ii) if to the Holder, to:


 


1904 K Street


La Porte, IN 46350


 


9.          Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and
enforced in accordance with and governed by the laws of Nevada. Any dispute relating to this Warrant shall be adjudicated in Clark
County in the State of Nevada. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision.


 






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10.          No rights as
Stockholder. Until the Holder has exercised this Warrant, Holder shall have no rights as a stockholder of the Company in respect
to the Warrants until the Holder has exercise its rights to receive Warrant Shares.


 


 


 


 


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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


	 	
        PLAYERS NETWORK 

         

         

         

        By:__________________________

                Mark Bradley, CEO

	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Exhibit A


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO: PLAYERS
NETWORK


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable box):


 


___     ________ shares of the Common Stock
covered by such Warrant; or


 


___     the maximum number of shares of
Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.


 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment
takes the form of (check applicable box or boxes):


 


___     $__________ in lawful money of the United; and/or


 


___     the cancellation of such portion
of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or


 


___     the cancellation of such number
of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth
in Section 2.


 


The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to ________________ whose address is
_______________________________________.


 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.


 


	Dated:___________________	
        ________________________________

        (Signature must conform to name of holder 

        as specified on the
        face of the Warrant)

         

        ________________________________

        ________________________________

        (Address)



 






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Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of PLAYERS NETWORK
to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of PLAYERS NETWORK with full power of substitution in the premises.


 


	Transferees	Percentage Transferred	Number Transferred
	 	 	 
	 	 	 
	 	 	 


 


 


	
        Dated: ______________, ___________

         

         

         

         

        Signed in the presence of:

        ________________________________

        (Name)

         

         

         

         

        ACCEPTED AND AGREED:

        [TRANSFEREE]

         

        ________________________________

        (Name)
	
        ________________________________

        (Signature must conform to name of holder 

        as specified on the
        face of the warrant)

         

        

        ________________________________

         

        ________________________________

        (address)

         

         

         

         

         

        ________________________________

         

        ________________________________

        (address)



 






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