Exhibit 10.2


 


 


 


NEITHER THIS NOTE NOR THE SECURITIES THAT
MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE
ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR;
(iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


12% CONVERTIBLE NOTE


 


Maturity Date of September 2,
2015 *the “Maturity Date”


 


$75,000 March 2, 2015 *the “Issuance
Date”


 


FOR
VALUE RECEIVED, The Players Network, a Nevada Corporation (the “Company”) doing business in Las Vegas, NV hereby
promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”)
the principal amount of Seventy-Five Thousand Dollars ($75,000), on demand of the Holder at any time on or after September 2,
2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of Twelve
Percent (12%) per annum (the “Interest Rate”) from the date hereof (the “Issuance Date”) until the same
becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount
of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance
hereof plus Default Interest from the due date thereof until the same is paid in full. Interest shall commence accruing on the
Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue daily and,
after the Maturity Date, compound annually.


 


		1.	Payments
                                         of Principal and Interest.



 


		a.	Payment
                                         of Principal. Until the Ninetieth (90th) day after the Issuance Date the Company may
                                         pay the principal at a cash redemption premium of 125%, in addition to outstanding interest,
                                         without the Holder’s consent; from the 90th day to the One Hundred and Twentieth
                                         (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption
                                         premium of 140%, in addition to outstanding interest, without the Holder’s consent.
                                         After the 120th day, up to and upon the Maturity Date, this note has a cash redemption
                                         premium of 140% of the principal amount, in addition to outstanding interest, but this
                                         provision may only be exercised if the consent of the Holder is obtained. After the Maturity
                                         Date the Company may pay the Note’s outstanding principal at a cash redemption
                                         premium of 140%, in addition to outstanding interest, but this provision may only be
                                         exercised if the consent of the Holder is obtained. The principal and interest balance
                                         of this Note shall be paid to the Holder hereof on demand.



 


		b.	Demand
                                         of Repayment. The principal and interest balance of this Note shall be paid to the Holder
                                         hereof on demand by the Holder at any time before or after the Maturity Date.



 


		c.	Default
                                         Interest. Any amount of principal on this Note which is not paid when due shall bear
                                         Twelve Percent (12%) interest per annum from the date thereof until the same is paid
                                         (“Default Interest”) and the Holder, at the Holder’s sole discretion,
                                         may include any accrued but unpaid Default Interest in the Conversion Amount.



 


		d.	General
                                         Payment Provisions. This Note shall be made in lawful money of the United States of America
                                         by check to such account as the Holder may from time to time designate by written notice
                                         to the Company in accordance with the provisions of this Note. Whenever any amount expressed
                                         to be due by the terms of this Note is due on any day which is not a Business Day (as
                                         defined below), the same shall instead be due on the next succeeding day which is a Business
                                         Day and, in the case of any interest payment date which is not the date on which this
                                         Note is paid in full, the extension of the due date thereof shall not be taken into account
                                         for purposes of determining the amount of interest due on such date. For purposes of
                                         this Note, “Business Day” shall mean any day other than a Saturday, Sunday
                                         or a day on which commercial banks in the State of Texas are authorized or required by
                                         law or executive order to remain closed.



 




    	1



    	 



    

 


		2.	Conversion
                                         of Note. At any time prior to the Maturity Date, or after the Maturity Date, the Conversion
                                         Amount of this Note shall be convertible into shares of the Company’s common stock,
                                         share (the “Common Stock”), on the terms and conditions set forth in this
                                         Paragraph 2.



 


		a.	Certain
                                         Defined Terms. For purposes of this Note, the following terms shall have the following
                                         meanings:



 


“Conversion
Amount” means the sum of (A) the principal amount of this Note to be converted with respect to which this determination
is being made, (B) Interest; and (C) Default Interest, if any, on unpaid interest and principal, if so included at the Holder’s
sole discretion.


 


“Conversion
Price” means the lower of: (i) a 42% discount to the lowest two closing price during the previous ten (10) trading days
to the date of Conversion; or (ii) a 42% discount to the average of the two lowest closing prices during the previous ten (10)
trading days before the date that this note was executed.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


“Shares”
means the Shares of the Company into which any balance on this Note may be converted upon submission of a “Conversion Notice”
attached hereto as Exhibit 1.


 


		b.	Holder’s
                                         Conversion Rights. At any time or times on or after the Issuance Date, the Holder shall
                                         be entitled to convert all of the outstanding and unpaid principal amount of this Note
                                         into fully paid and non-assessable shares of Common Stock in accordance with the stated
                                         Conversion Price. 



 


		c.	Fractional
                                         Shares. The Company shall not issue any fraction of a share of Common Stock upon any
                                         conversion; if such issuance would result in the issuance of a fraction of a share of
                                         Common Stock, the Company shall round such fraction of a share of Common Stock up to
                                         the nearest whole share.



 


		d.	Conversion
                                         Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule
                                         144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities
                                         Act of 1933, as amended, into free trading shares at the Conversion Price.



 


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



 


Holder’s
Conversion Requirements. 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 hereof shall transmit by email, facsimile or otherwise deliver, for receipt
on or prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion
in the form attached hereto as Exhibit 1 to the Company.


 


Company’s
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in
no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier,
a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice
in accordance with the terms herein. Within two (2) Business Days after the date the Conversion Notice is delivered, the Company
shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company
be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date the Conversion was delivered,
have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.


 


Record
Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be
treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.


 


Timely
Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond within one business day to Holder confirming
the details of the Conversion, and provide within two business days the Shares requested in the Conversion Notice.


 


Penalty
for Delinquent Response. If Company fails to deliver for whatever reason (including any neglect or failure by, e.g., the
Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion Notice and within three business
days of the Conversion Date, the Company shall be deemed in “Default of Conversion.” As of the day the Company is
deemed in Default of Conversion, there shall accrue a penalty of Additional Shares due to Holder equal to 25% of the number stated
in the Conversion Notice beginning on the Fourth business day after the date of the Notice. The Additional Shares shall be issued
and the amount of the Note retired will not be reduced beyond that stated in the Conversion Notice. Each additional 5 business
days beyond the Fourth business day after the date of this Notice shall accrue an additional $18,875 penalty for delinquency,
without any corresponding reduction in the amount due under the Note, for so long as Company fails to provide the Shares so demanded.
Any time after a Default of Conversion the Holder may, at their sole discretion, rescind the Conversion.


 




    	2



    	 



    

 


Rescindment
of Conversion Notice. If (i) the Company fails to respond to Holder within one business day from the date of Conversion confirming
the details of Conversion, (ii) the Company fails to provide the Shares requested in the Conversion Notice within three business
days from the date of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the Shares issued unrestricted
and/or deposited to sell for any reason related to the Company's standing, (iv) the Holder is unable to deposit the Shares requested
in the Conversion Notice for any reason related to the Company's standing, or (v) if OTC Markets changes the Company's designation
to 'Limited Information' (Yield), 'No Information' (Stop Sign), 'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC'
or 'Grey Market' (Exclamation Mark Sign) on the day of or any day after the date of Conversion, the Holder maintains the option
and sole discretion to rescind the Conversion Notice ("Rescindment") with a "Notice of Rescindment."


 


Transfer
Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Holder. The Company shall
pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Convertible Note and processing
of any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion with regard to the conversion.
The Holder will deduct legal fees in the amount of $2,000 from the principal payment of the Convertible Note. The Holder will
deduct 3rd party due diligence fees in the amount of $3,000 from the principal payment of the Convertible Note.


 


Conversion
Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company’s obligations to
deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged
breach by the Holder of any obligation to the Company.


 


		3.	Other
                                         Rights of Holders: Reorganization, Reclassification, Consolidation, Merger or Sale. Any
                                         recapitalization, reorganization, reclassification, consolidation, merger, sale of all
                                         or substantially all of the Company’s assets to another Person or other transaction
                                         which is effected in such a way that holders of Common Stock are entitled to receive
                                         (either directly or upon subsequent liquidation) stock, securities or assets with respect
                                         to or in exchange for Common Stock is referred to herein as “Organic Change.”
                                         Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following
                                         which the Company is not a surviving entity, the Company will secure from the Person
                                         purchasing such assets or the successor resulting from such Organic Change (in each case,
                                         the “Acquiring Entity”) a written agreement (in form and substance reasonably
                                         satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security
                                         of the Acquiring Entity evidenced by a written instrument substantially similar in form
                                         and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation
                                         of any other Organic Change, the Company shall make appropriate provision (in form and
                                         substance reasonably satisfactory to the Holders of a majority of the Conversion Amount
                                         of the Notes then outstanding) to ensure that each of the Holders will thereafter have
                                         the right to acquire and receive in lieu of or in addition to (as the case may be) the
                                         shares of Common Stock immediately theretofore acquirable and receivable upon the conversion
                                         of such Holder’s Note, such shares of stock, securities or assets that would have
                                         been issued or payable in such Organic Change with respect to or in exchange for the
                                         number of shares of Common Stock which would have been acquirable and receivable upon
                                         the conversion of such Holder’s Note as of the date of such Organic Change (without
                                         taking into account any limitations or restrictions on the convertibility of the Note).
                                         All provisions of this Note must be included to the satisfaction of Holder in any new
                                         Note created pursuant to this section.



 


		4.	Representations
                                         and Warranties of the Company. In connection with the transactions provided for herein,
                                         the Company hereby represents and warrants to the Holders the following.



 


		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 its incorporation and has
                                         all requisite corporate power and authority to carry on its business as now conducted.
                                         The Company is duly qualified to transact business and is in good standing in each jurisdiction
                                         in which the failure to so qualify would have a material adverse effect on its business
                                         or properties.



 


		b.	Authorization.
                                         All corporate action has been taken on the part of the Company, its officers, directors
                                         and stockholders necessary for the authorization, execution and delivery of this Agreement.
                                         The Company has taken all corporate action required to make all of the obligations of
                                         the Company reflected in the provisions of this Agreement, valid and enforceable obligations.
                                         The shares of capital stock issuable upon conversion of the Notes have been authorized
                                         or will be authorized prior to the issuance of such shares.



 


		c.	Fiduciary
                                         Obligations. The Company hereby represents that it intends to use the proceeds of the
                                         Notes primarily for the operations of its business and not for any personal, family,
                                         or household purpose. The Company hereby represents that its board of directors, in the
                                         exercise of its fiduciary duty, has approved the execution of this Agreement based upon
                                         a reasonable belief that the loan provided for herein is appropriate for the Company
                                         after reasonable inquiry concerning its financial objectives and financial situation.



 




    	3



    	 



    

 


 


		5.	Reservation
                                         of Shares. The Company shall at all times, so long as any principal amount of the Note
                                         is outstanding, reserve and keep available out of its authorized and unissued Common
                                         Stock, solely for the purpose of effecting the conversion of the Note, such number
                                         of shares of Common Stock as shall at all times be sufficient to effect the conversion
                                         of all of the principal amount of the Note then outstanding. The initial number of shares
                                         of Common Stock reserved for conversions of the Notes shall be calculated as three times
                                         the number of shares necessary to convert the entire value of the Note on the day it
                                         was executed, and each increase in the number of shares so reserved shall be allocated
                                         pro rata among the Holders of the Note based on the principal and interest amount of
                                         the Notes held by each Holder at the time of issuance of the Notes or increase in the
                                         number of reserved shares, as the case may be. In the event a Holder shall sell or otherwise
                                         transfer any of such Holder’s Note, each transferee shall be allocated a pro rata
                                         portion of the number of reserved shares of Common Stock reserved for such transferor.
                                         Any shares of Common Stock reserved and allocated to any Person which ceases to hold
                                         any Note shall be allocated to the remaining Holders, pro rata based on the principal
                                         amount of the Note then held by such Holders.



 


		6.	Voting
                                         Rights. Holders of this Note shall have no voting rights, except as required by law.



 


		7.	Reissuance
                                         of Note. In the event of a conversion or redemption pursuant to this Note of less than
                                         all of the Conversion Amount represented by this Note, the Company shall promptly cause
                                         to be issued and delivered to the Holder, upon tender by the Holder of the Note converted
                                         or redeemed, a new note of like tenor representing the remaining principal amount of
                                         this Note which has not been so converted or redeemed and which is in substantially the
                                         same form as this Note, as set forth above.



 


		8.	Default
                                         and Remedies.



		a.	Event
                                         of Default. An “Event of Default” is: (i) default for ten (10) days in payment
                                         of interest or Default Interest on this Note; (ii) default in payment of the principal
                                         amount of this Note when due; (iii) failure by the Company for thirty (30) days after
                                         notice to it to comply with any other material provision of this Note; (iv) breach of
                                         any covenants, warranties, or representations by the Company herein; (v) cessation of
                                         operations by the Company or a material subsidiary; (vi) if the Company pursuant to or
                                         within the meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents
                                         to the entry of an order for relief against it in an involuntary case; (C) consents to
                                         the appointment of a Custodian of it or for all or substantially all of its property;
                                         (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing
                                         that it is generally unable to pay its debts as the same become due; or (vi) a court
                                         of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (I)
                                         is for relief against the Company in an involuntary case; (2) appoints a Custodian of
                                         the Company or for all or substantially all of its property; or (3) orders the liquidation
                                         of the Company or any subsidiary, and the order or decree remains unstayed and in effect
                                         for thirty (30) days. The Term “Bankruptcy Law” means Title 11, U.S. Code,
                                         or any similar Federal or State Law for the relief of debtors. The term “Custodian”
                                         means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
                                         Law.



 


		b.	Remedies.
                                         If an Event of Default occurs and is continuing, the Holder of this Note may declare
                                         all of this Note, including any interest and Default Interest and other amounts due,
                                         to be due and payable immediately.



 


		9.	Vote
                                         to Change the Terms of this Note. This Note and any provision hereof may only be amended
                                         by an instrument in writing signed by the Company and holders of a majority of the aggregate
                                         Conversion Amount of the Notes then outstanding.



 


		10.	Lost
                                         or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of
                                         the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft
                                         or destruction, of an indemnification undertaking by the Holder to the Company in a form
                                         reasonably acceptable to the Company and, in the case of mutilation, upon surrender and
                                         cancellation of the Notes, the Company shall execute and deliver a new Note of like tenor
                                         and date and in substantially the same form as this Note; provided, however, the Company
                                         shall not be obligated to re-issue a Note if the Holder contemporaneously requests the
                                         Company to convert such remaining principal amount into Common Stock.



 




    	4



    	 



    

 


 


		11.	Payment
                                         of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands
                                         of an attorney for collection or enforcement or is collected or enforced through any
                                         legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note
                                         in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’
                                         rights and involving a claim under this Note, then the Company shall pay to the Holder
                                         all reasonable attorneys’ fees, costs and expenses incurred in connection therewith,
                                         in addition to all other amounts due hereunder.



 


		12.	Cancellation.
                                         After all principal and accrued interest at any time owed on this Note has been paid
                                         in full, this Note shall automatically be deemed canceled, shall be surrendered to the
                                         Company for cancellation and shall not be reissued.



 


		13.	Waiver
                                         of Notice. To the extent permitted by law, the Company hereby waives demand, notice,
                                         protest and all other demands and notices in connection with the delivery, acceptance,
                                         performance, default or enforcement of this Note.



 


		14.	Governing
                                         Law. This Note shall be construed and enforced in accordance with, and all questions
                                         concerning the construction, validity, interpretation and performance of this Note shall
                                         be governed by, the laws of the State of Texas, without giving effect to provisions thereof
                                         regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive
                                         jurisdiction of the state and federal courts sitting in Texas for the adjudication of
                                         any dispute hereunder or in connection herewith or with any transaction contemplated
                                         hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
                                         any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
                                         of any such court, that such suit, action or proceeding is brought in an inconvenient
                                         forum or that the venue of such suit, action or proceeding is improper. Each party hereby
                                         irrevocably waives personal service of process and consents to process being served in
                                         any such suit, action or proceeding by sending by certified mail or overnight courier
                                         a copy thereof to such party at the address for such notices to it under this Agreement
                                         and agrees that such service shall constitute good and sufficient service of process
                                         and notice thereof. Nothing contained herein shall be deemed to limit in any way any
                                         right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
                                         WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
                                         OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
                                         ANY TRANSACTION CONTEMPLATED HEREBY.



 


		15.	Remedies,
                                         Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided
                                         in this Note shall be cumulative and in addition to all other remedies available under
                                         this Note, at law or in equity (including a decree of specific performance and/or other
                                         injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance
                                         with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s
                                         right to pursue actual damages for any failure by the Company to comply with the terms
                                         of this Note. The Company covenants to each Holder of Notes that there shall be no characterization
                                         concerning this instrument other than as expressly provided herein. Amounts set forth
                                         or provided for herein with respect to payments, conversion and the like (and the computation
                                         thereof) shall be the amounts to be received by the Holder thereof and shall not, except
                                         as expressly provided herein, be subject to any other obligation of the Company (or the
                                         performance thereof).



 


		16.	Specific
                                         Shall Not Limit General; Construction. No specific provision contained in this Note shall
                                         limit or modify any more general provision contained herein. This Note shall be deemed
                                         to be jointly drafted by the Company and all Holders and shall not be construed against
                                         any person as the drafter hereof.



 


		17.	Failure
                                         or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise
                                         of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
                                         any single or partial exercise of any such power, right or privilege preclude other or
                                         further exercise thereof or of any other right, power or privilege.



 




    	5



    	 



    

 


		18.	Partial
                                         Payment. In the event of partial payment by the Holder, the principal sum due
                                         to the Holder shall be prorated based on the consideration actually paid by lender such
                                         that the company is only required to repay the amount funded and the company is not required
                                         to repay any unfunded portion of this note. 



 


19.  
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to
the subjects herein.  None of the terms of this Agreement can be waived or modified, except by an express agreement signed
by the Parties.


 


		20.	Representations
                                         and Warranties. The Company expressly acknowledges that the Holder, including but not
                                         limited to its officer, directors, employees, agents, and affiliates, have not made any
                                         representation or warranty to it outside the terms of this Agreement. The Company further
                                         acknowledges that there have been no representations or warranties about future financing
                                         or subsequent transactions between the parties.



 


		21.	Notices.
                                         All notices and other communications given or made to the Company pursuant hereto shall
                                         be in writing (including facsimile or similar electronic transmissions) and shall be
                                         deemed effectively given:  (i) upon personal delivery, (ii) when sent by electronic
                                         mail or facsimile, as deemed received by the close of business on the date sent, (iii)
                                         five (5) days after having been sent by registered or certified mail, return receipt
                                         requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized
                                         overnight courier, specifying next day delivery.  All communications shall be sent
                                         either by email, or fax, or to the address specified on the signature page. The physical
                                         address, email address, and phone number provided on the signature page shall be considered
                                         valid pursuant to the above stipulations; should the Company’s contact information
                                         change from that listed on the signature page, it is incumbent on the Company to inform
                                         the Holder.



 


		22.	Severability.
                                         If one or more provisions of this Agreement are held to be unenforceable under applicable
                                         law, such provision shall be excluded from this Agreement and the rest of the Agreement
                                         shall be enforceable in accordance with its terms.



 


		23.	Usury.
                                         If it shall be found that any interest or other amount deemed interest due hereunder
                                         violates the applicable law governing usury, the applicable rate of interest due hereunder
                                         shall automatically be lowered to equal the maximum rate of interest permitted under
                                         applicable law. The Company covenants (to the extent that it may lawfully do so) that
                                         it will not seek to claim or take advantage of any law that would prohibit or forgive
                                         the Company from paying all or a portion of the principal or interest on this Note.



 


		24.	Successors
                                         and Assigns. This Agreement shall be binding upon successors and assigns.



 


 


—
SIGNATURE PAGE TO FOLLOW —


 


 


 


 




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IN WITNESS
WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date. 


 


COMPANY:


 


 


	Signature:	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	Title:	 	 	 
	 	 	 	 
	Address: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Email: 	 	 	 
	 	 	 	 
	Phone:	 	 	 
	 	 	 	 
	 	 	 	 
	HOLDER:	 	 	 
	 	 	 	 
	 	 	 	 
	Signature:	 	 	 


 





/s/ Sameer Hirji                     


 


Sameer Hirji, President


JSJ Investments Inc.



6060 North Central Expressway, Suite 500


Dallas TX 75206


888-503-2599


 


 




    	7



    	 



    

 


Exhibit 1


 


Conversion Notice


 


 


Reference is made to the Replacement Convertible
Promissory Note issued by The Player’s Network (the "Note"), dated March 2, 2015 in the principal amount of $75,000
with 12% interest. This note currently holds a principal balance of $PRINCIPAL. The features of conversion stipulate a Conversion
Price the lower of (i) a 42% discount to the average of the two lowest closing prices during the previous ten (10) trading days
to the date of Conversion; or (ii) a 42% discount to the average of the two lowest closing prices during the previous ten (10)
trading days before the date that this note was executed, pursuant to the provisions of Section 2(a)(2) in the Note.


 


In accordance with and pursuant to the
Note, the undersigned hereby elects to convert $______ of the PRINCIPAL/INTEREST balance of the Note, indicated below into
shares of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified
below.


 


Date of Conversion: __________


 


Please confirm the following information:


 


Conversion Amount: $ ____________________


 


Conversion Price: $ ____________________ ( ____ % discount from
$ ____________________)


 


Number of Common Stock to be issued: _____________________________________________________________________


 


Current Issued/Outstanding: ____________________________________________________________________________


 


If the Issuer is DWAC eligible, please issue the Common Stock
into which the Note is being converted in the name of the Holder of the Note and transfer the shares electronically to:


 


[BROKER INFORMATION]


 


Holder Authorization:


 


JSJ Investments Inc.

6060 North Central Expressway, Suite 500*Do not send certificates to this address

Dallas, TX 75206

888-503-2599


 


Tax ID: 20-2122354


 


 


Sameer Hirji, President


 


[DATE]


 


 


[CONTINUED ON NEXT PAGE]


 




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PLEASE
BE ADVISED, pursuant to Section 2(e)(2) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice,
the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion
Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION
OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance
with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued
and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer
the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered
to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name
of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”


 


Signature:


 


 


 


 


___________________________


CEONAME


CEO


COMPANY


 


 


 


 






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