Exhibit 10.1


 





NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


GROUP 10 HOLDINGS, LLC


CONVERTIBLE DEBENTURE


 


	Issuance Date: January 27, 2015	Principal Amount: $36,750


 


FOR VALUE RECEIVED,
Players Network, Inc., a Nevada corporation (“Borrower”), hereby promises to pay to Group 10 Holdings LLC (“Holder”)
or its registered assigns or successors in interest, the sum of Thirty Six Thousand Seven Hundred Fifty dollars ($36,750) (the
“Principal Amount”), together with all accrued interest thereon, on the one (1) year anniversary from the Issuance
Date (the “Maturity Date”), if not sooner paid.


 


The following terms and conditions shall
apply to this Convertible Debenture (the “Debenture”):


 


ARTICLE
I 

DEFINITIONS


 


1.1Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, the following terms shall have the following
meanings:


 


“Bankruptcy
Event’’ means any of the following events: (a) Borrower or any subsidiary (as such term is defined in Rule l-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to Borrower or any
subsidiary thereof; (b) there is commenced against Borrower or any subsidiary thereof any such case or proceeding that is not dismissed
within sixty (60) days after commencement; (c) Borrower or any subsidiary thereof is adjudicated insolvent or bankrupt or any order
of relief or other order approving any such case or proceeding is entered; (d) Borrower or any subsidiary thereof suffers any appointment
of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60)
calendar days after such appointment; (e) Borrower or any subsidiary thereof makes a general assignment for the benefit of creditors;
(f) Borrower or any subsidiary thereof calls a meeting of its creditors with a view to arrange a composition, adjustment or restructuring
of its debts; or (g) Borrower or any subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval
of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States
or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 




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“Change of
Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by
an individual or legal entity or “group” (as described in Rule 13d-5(b)(l) promulgated under the Exchange Act) of effective
control (whether through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of
50% of the voting securities of Borrower (other than by means of conversion or exercise of this Debenture and the securities issued
together with this Debenture) or (ii) Borrower merges into or consolidates with any other Person, or any Person merges into or
consolidates with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such
transaction own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, or (iii) Borrower
sells or transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior
to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction,
or (iv) a replacement at one time or within a three (3) year period of more than one-half of the members of Borrower’s board
of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof
(or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by
Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses
(i) through (iv) above.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Issuance
Date” means the date of the issuance of this Debenture, regardless of any transfers of any Debenture and regardless of
the number of instruments which may be issued to evidence this Debenture.


 


“Lowest Closing
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) the average
of the two lowest closing bid prices of Borrower’s Common Stock during the seventeen (17) Trading Days prior to such date
or (b) if the Common Stock is not then quoted on a Trading Market, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by Holder and reasonably acceptable to Borrower.


 


“Most Recent
Balance Sheet” means a true and complete copy of the balance sheet of Borrower as of September 30, 2014 prepared in accordance
with GAAP and disclosed in Borrower’s Form 10-Q for the fiscal quarter ended on such date.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) liens for taxes, assessments and other governmental
charges or levies not yet due or liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of Borrower) have
been established in accordance with GAAP; and (b) liens imposed by law which were incurred in the ordinary course of Borrower’s
business, such as carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other
similar liens arising in the ordinary course of Borrower’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of Borrower and its consolidated subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such lien.


 




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“Person”
means a natural person, sole proprietorship, corporation, limited liability company, firm, partnership, association, joint venture,
trust, unincorporated organization, or other entity, whether acting in an individual, fiduciary, or other capacity.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading Day”
means a day on which the principal Trading Market is open for business.


 


“Trading Market”
means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTC Bulletin Board, or the OTC Markets QX Market, QB Market of Pink Market.


 


 


ARTICLE
II 

INTEREST & AMORTIZATION


 


2.1Contract
Rate. Subject to Sections 7.1 and 8.8 hereof, interest payable on this Debenture shall accrue at a rate per annum equal to
twelve percent (12%) and shall be computed on the basis of a 365-day year.


 


2.2Consideration.
In consideration for the Debenture, Holder shall pay to Borrower a purchase price equal to Thirty Five Thousand dollars
($35,000), payable by wire transfer or other immediately available funds.
Thus, as of the Issuance Date, there shall exist a One Thousand Seven Hundred Fifty ($1,750) Original Issue Discount (the “OID”)
from the Principal Amount. Interest shall accrue and be payable on the full Principal Amount of the Debenture, inclusive of the
OID, and payment of the full Principal Amount shall be required regardless of time and manner of payment or prepayment by Borrower.
Upon conversion, Holder shall receive credit for the full Principal Amount converted.


 


2.3Payments.
Payment of the aggregate Principal Amount, together with all accrued interest thereon shall be made on the Maturity Date.


 


2.4Prepayment
Option. Subject to the approval of Holder for prepayments after one hundred eighty (180) days, Borrower may prepay in cash
all or any portion of the Principal Amount of this Debenture and accrued interest thereon, with a premium, as set forth below (each
a “Prepayment Premium”), upon ten (10) Business Days prior written notice to Holder. Holder shall have the right
to convert all or any portion of the Principal Amount and accrued interest thereon in accordance with Article III hereof during
such ten (10) Business Day notice period. The amount of each Prepayment Premium shall be as follows: (a) one hundred five percent
(105%) of the prepayment amount if such prepayment is made at any time from the Issuance Date until thirty (30) days thereafter;
(b) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time after thirty (30) days from
the Issuance Date.


 




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ARTICLE
III 

CONVERSION REPAYMENT 


 


3.1.
Optional Conversion. Subject to the terms of this Article III, Holder shall have the right, but not the obligation, at
any time after the Issuance Date and until the Maturity Date, or thereafter during an Event of Default, to convert all or any
portion of the outstanding Principal Amount, accrued interest and fees due and payable thereon into fully paid and non-assessable
shares of Common Stock of Borrower at the Conversion Price, as defined below (the “Conversion Shares”).


 


3.2.Calculation
of Conversion Price. Subject to Section 4.6 hereof, the conversion price (the “Conversion Price”) shall
mean the lesser of (a) fifty-eight percent (58%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion
is given (which represents a discount rate of forty-two percent (42%)) or (b) five cents ($0.05).


 


3.2.1Conversion
Price Adjustments. Conversion Price shall be subject to the following adjustments:





		i.	If
                                         the market capitalization of the Borrower is less than Three Hundred Thousand Dollars
                                         ($300,000) on the day immediately prior to the date of the Notice of Conversion, then
                                         the Conversion Price shall be twenty-five percent (25%) multiplied by the Lowest Closing
                                         Price as of the date a Notice of Conversion is given (which represents a discount rate
                                         of seventy-five percent (75%)); and



		ii.	If
                                         the closing price of the Borrower’s Common Stock on the day immediately prior to
                                         the date of the Notice of Conversion is less than .001 then the Conversion Price shall
                                         be twenty-five percent (25%) multiplied by the Lowest Closing Price as of the date a
                                         Notice of Conversion is given (which represents a discount rate of seventy-five percent
                                         (75%)).








 


3.3.Conversion Limitation. Notwithstanding anything contained herein to the contrary, the number of Conversion Shares
that may be acquired by Holder upon conversion of this Debenture (or otherwise in respect hereof) shall be limited to the extent
necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially
owned by Holder and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with that
of Holder for purposes of Section 13(d) of the Exchange Act does not exceed 4.99% of the total number of issued and outstanding
shares of Common Stock, including, for such purpose, the shares of Common Stock issuable upon such conversion, but excluding the
number of shares of Common Stock issuable upon (a) conversion of the remaining, unconverted Principal Amount of this Debenture
beneficially owned by Holder or any of its affiliates and (b) exercise or conversion of the unexercised or unconverted portion
of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein
(including, without limitation, any other debenture or warrant) beneficially owned by Holder or any of its affiliates. For such
purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  By written notice to Borrower, Holder may increase, decrease or waive the provisions of this Section
3.3 as to itself but any such waiver will not be effective until the sixty-first (61st) day after delivery thereof.


 




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3.4.Mechanics of Holder’s Conversion. Subject to Section 3.3 hereof, this Debenture may be converted by Holder,
in whole or in part from time to time after the Issuance Date, by submitting to Borrower and/or the transfer agent of record a
notice of conversion (“Notice of Conversion”), the form of which is attached hereto as Exhibit A. Such
Notice of Conversion shall specify the Principal Amount of the Debenture to be converted and the date on which such conversion
shall be effected (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, Borrower shall
issue instructions to the transfer agent within two (2) Trading Days from the receipt of the Notice of Conversion and shall cause
the transfer agent to transmit the certificates representing the Conversion Shares to Holder by physical delivery or crediting
the account of Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit
Withdrawal Agent Commission (“DWAC”) system within two (2) Trading Days after receipt by Borrower of the Notice
of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein,
the conversion privilege shall be deemed to have been exercised, and the Conversion Shares issuable upon such conversion shall
be deemed to have been issued, upon the Delivery Date and Holder shall be treated for all purposes as the record holder of such
Common Stock, unless Holder provides Borrower with written instructions to the contrary. Conversions hereunder shall have the effect
of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Holder and Borrower
shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy,
the records of Holder shall be controlling and determinative in the absence of manifest error.


 


3.5.
Conversion Mechanics. The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be
determined by dividing that portion of the Principal Amount and interest and fees to be converted, if any, by the then applicable
Conversion Price.


 


3.6Fractional
Shares. No fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share which Holder
would otherwise be entitled to upon such conversion, Borrower shall round up to the next whole share.


 


3.7Late Delivery
of Conversion Shares. Borrower understands that a delay in the delivery of Conversion Shares in the form required pursuant
to this Article III beyond the Delivery Date could result in economic loss to Holder. As compensation to Holder for such loss,
Borrower agrees to pay late fees to Holder for late issuance of such shares in the form required pursuant to this Article III upon
conversion of the Debenture, in the amount equal to one thousand dollars ($1,000) per Business Day after the Delivery Date. Borrower
shall pay any fees incurred under this Section in immediately available funds upon demand and such fees shall also be eligible
to be converted into Common Stock pursuant to this Article III.


 


3.8Authorized
and Reserved Shares. Borrower represents and warrants and covenants and agrees that upon issuance, the Conversion Shares will
be duly and validly issued, fully issued and non-assessable. Borrower agrees that its issuance of this Debenture shall constitute
full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for Conversion Shares in accordance with the terms and conditions of this Debenture. At all times during
which this Debenture is outstanding, Borrower shall reserve and keep available from its authorized and unissued shares of Common
Stock (the “Share Reserve”) for the sole purpose of issuance upon conversion of this Debenture and payment of
interest on this Debenture, each as herein provided, free from preemptive rights or any other actual or contingent purchase rights
of Persons other than Holder, not less than such aggregate number of shares of the Common Stock that shall be issuable (taking
account the adjustments of Article IV) upon the conversion of the outstanding Principal Amount of this Debenture and payment of
interest hereunder. Initially, the Share Reserve shall be equal to 20,000,000 and shall be adjusted by the transfer agent from
time to time. Borrower agrees that it will take all such reasonable actions as may be necessary to assure that the Conversion Shares
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the applicable
Trading Market upon which the Common Stock may be listed. Borrower agrees to provide Holder with confirmation evidencing the execution
of such share reservation within three (3) Business Days from the Issuance Date.


 




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3.9Issuance
of New Debenture. Upon any partial conversion of this Debenture, a new Debenture containing the same date and provisions of
this Debenture shall, at the request of Holder, be issued by Borrower to Holder for the principal balance of this Debenture and
accrued interest which shall not have been converted or paid. Subject to the provisions of Article VI, Borrower will pay no costs,
fees or any other consideration to Holder for the production and issuance of a new Debenture.


 


3.10Par Value;
Further Assurances.


 


(a)Borrower covenants
that during the period that the Principal Amount of this Debenture and any accrued interest and fees thereon remain outstanding,
it will ensure that the par value of any Conversion Shares shall not exceed the amount payable therefor upon such exercise immediately
prior to such exercise. Borrower further covenants that it shall take all appropriate actions, including, without limitation, amending
its articles or certificate of incorporation and any other voluntary action, such as calling a meeting of stockholders to approve
any such amendment, to ensure that the amount payable for any Conversion Shares shall at all times exceed the par value thereof
by at least four hundred percent (400%).


 


(b)Except and to
the extent as waived or consented to by Holder, Borrower shall not by any action, including, without limitation, amending its articles
or certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Debenture against impairment. Without limiting
the generality of the foregoing, Borrower will (a) not increase the par value of any Conversion Shares above the amount payable
therefor upon such exercise immediately prior to such exercise, (b) take all such action as may be necessary or appropriate in
order that Borrower may validly and legally issue fully paid and nonassessable Conversion Shares upon the exercise of this Debenture
and (c) use its commercially best efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable Borrower to perform its obligations under this Debenture.


 


3.11 Transfer
Taxes. The issuance of certificates for Conversion Shares shall be made without charge to Holder for any documentary stamp
or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that Borrower shall not
be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of Holder and Borrower shall not be required to issue or deliver such certificates unless
or until the Person or Persons requesting the issuance thereof shall have paid to Borrower the amount of such tax or shall have
established to the satisfaction of Borrower that such tax has been paid.


 


3.12 Rule 144
Issuer’s Representation Letter. In the event that Holder’s brokers dealer requires a Rule 144 Issuer’s Representation
Letter (the “144 Letter”), Holder will submit to Borrower the 144 Letter along with a corresponding Notice of
Conversion upon which Borrower will have forty-eight (48) hours to execute and return the 144 Letter.


 




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ARTICLE
IV 

CERTAIN ADJUSTMENTS


 


4.1Stock Dividends
and Stock Splits. If Borrower, at any time while this Debenture is outstanding: (a) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of, or payment of interest
on, this Debenture); (b) subdivides outstanding shares of Common Stock into a larger number of shares; or (c) issues, in the event
of a reclassification of shares of the Common Stock, any shares of capital stock of Borrower, then the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of
Borrower) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 


4.2Subsequent
Rights Offerings. If Borrower, at any time within six (6) months of the Issuance Date, shall issue rights, options or warrants
to all holders of Common Stock (and not to Holder) entitling them to subscribe for or purchase shares of Common Stock at a price
per share that is lower than the Lowest Closing Price on the record date referenced below, then the Conversion Price shall be multiplied
by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which
the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants
plus the number of shares which the aggregate offering price of the total number of shares issued (assuming delivery to Borrower
in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Price.
Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive
plans approved by the board of directors, and shall become effective immediately after the record date for the determination of
stockholders entitled to receive such rights, options or warrants.


 


4.3Pro
Rata Distributions. If Borrower, at any time while this Debenture is outstanding, distributes to all holders of Common Stock
(and not to Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security (other than the Common Stock, which shall be subject to Section 4.1), then in each such case the Conversion
Price shall be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Lowest Closing Price
determined as of the record date mentioned above, and of which the numerator shall be such Lowest Closing Price on such record
date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed
applicable to one (1) outstanding share of the Common Stock as determined by the board of directors of Borrower in good faith.
In either case the adjustments shall be described in a statement delivered to Holder describing the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one (1) share of Common Stock. Such adjustment shall be
made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 




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4.4 Fundamental
Transaction. If, at any time while this Debenture is outstanding, (a) Borrower effects any merger or consolidation of Borrower
with or into another Person, (b) Borrower effects any sale of all or substantially all of its assets in one transaction or a series
of related transactions, (c) any tender offer or exchange offer (whether by Borrower or another Person) is completed pursuant to
which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (d) Borrower
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then, upon any subsequent conversion of this Debenture, Holder shall have the right to receive, for each Conversion Share that
would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind
and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, holder of one (1) share of Common Stock (the “Alternate
Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1)
share of Common Stock in such Fundamental Transaction, and Borrower shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Holder
shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Borrower or surviving
entity in such Fundamental Transaction shall issue to Holder a new Debenture consistent with the foregoing provisions and evidencing
Holder’s right to convert such Debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this
Section 4.4 and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


 


4.5 Calculations.
All calculations under this Article III shall be made to four decimal places or the nearest 1/100th of a share, as the case may
be. For purposes of this Article III, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


4.6Notice
to Holder.


 


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


 


 




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


 


4.7Most Favored
Nations Status. So long as this Debenture is outstanding, upon any issuance by Borrower or any of its subsidiaries of any security
(in an amount under one million dollars ($1,000,000)) with any term more favorable to the holder of such security or with a term
in favor of the holder of such security that was not similarly provided to Holder in this Debenture, then Borrower shall notify
Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the transaction
documents with Holder. Such more favorable terms include, but are not limited to, terms addressing conversion discounts, conversion
look-back periods, interest rates, original issue discounts, stock sale price, private placement price per share and warrant coverage. 


 


4.8Holder’s
Adjustments. Upon the occurrence of either of the following events, Holder may, within three (3) Business Days of such occurrence,
provide the transfer agent with written instructions to increase the Share Reserve in accordance therewith: (a) closing price of
Borrower’s Common Stock is less than .001 for three (3) consecutive Trading Days then the reserve shall be increased to 50,000,000
shares; (b) closing price of Borrower’s Common Stock is less than .0005 for three (3) consecutive Trading Days then the reserve
shall be increased to 150,000,000 shares


 


ARTICLE
V 

NEGATIVE COVENANTS


 


As long as any portion
of this Debenture remains outstanding, unless Holder shall have otherwise given prior written consent, Borrower shall not, and
shall not permit any of its subsidiaries (whether or not a subsidiary on the Issuance Date) to, directly or indirectly:


 




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5.1other than Permitted
Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind,
including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom;


 


5.2other than Permitted
Liens, enter into, create, incur, assume or suffer to exist any liens or security interests of any kind, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


5.3issue any shares
of Common Stock in exchange for satisfaction or accord, in whole or in part, of any outstanding accounts payable obligations of
Borrower, where such shares would be freely tradable (without restrictions, manner of sale obligations or reporting obligations)
by the recipient thereof (or any transferee thereof) prior to the date which is six (6) months following the date of issuance thereof,
whether pursuant to Section 3(a)(10) of the Securities Act or otherwise;


 


5.4amend its charter
documents, including, without limitation, its articles or certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of Holder;


 


5.5repay, repurchase
or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money (except for this Debenture in accordance
with the terms hereof and except for the Permitted Indebtedness described under clauses (a), (b) and (d) of the definition thereof
in accordance with the terms of such indebtedness as in effect on the date hereof), other than regularly scheduled principal and
interest payments as such terms are in effect as of the Issuance Date;


 


5.6pay cash dividends
or distributions on any equity securities of Borrower;


 


5.7combine (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares;


 


5.8enter into any
transaction with any affiliate of Borrower which would be required to be disclosed in any public filing with the Securities and
Exchange Commission (the “SEC”), unless such transaction is made on an arm’s-length basis and expressly
approved by a majority of the disinterested directors of Borrower (even if less than a quorum otherwise required for board approval);
or


5.9enter into any
agreement with respect to any of the foregoing.


 


ARTICLE
VI 

EVENTS OF DEFAULT


 


The occurrence of any
of the following events, while this Debenture is outstanding, shall be an “Event of Default;” provided that
any Event of Default may be cured within a one (1) Business Day except as otherwise provided herein:


 


6.1Failure to
Pay Principal, Interest or Other Fees. Borrower fails to pay the Principal Amount, interest or other fees hereon as and when
the same shall become due and payable and such failure shall continue for a period of one (1) Business Day following the date upon
which any such payment was due.


 


6.2Breach of
Covenant. Borrower breaches any covenant or other term or condition of this Debenture, including, but not limited, to the negative
covenants provided in Article V, in any material respect and such breach, if subject to cure, continues for a period of one (1)
Business Day after the occurrence thereof.


 




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6.3Breach of
Representations and Warranties. Any representation or warranty of Borrower made herein or in any other report, financial statement
or certificate made or delivered to Holder shall be false or misleading in any material respect as of the date when made or deemed
made.


 


6.4SEC Filings.
At any point while this Debenture is outstanding, Borrower is not current with its reporting responsibilities under Section 13
of the Exchange Act. Furthermore, Borrower fails to timely file, when due, any SEC report, including any required XBRL file along
with such report (e.g., Forms 8-K, 10-Q or 10-K, or Schedules 14A, 14C or 14(f)), or, if the filing date of such report
is properly extended pursuant to SEC Rule 12b-25, when the date of any such filing extension lapses, or any post-effective amendment
to any SEC Registration Statement.


 


6.5Stop Trade.
An SEC stop trade order or trading suspension of the Common Stock on the applicable Trading Market shall be in effect for five
(5) consecutive Trading Days or five (5) Trading Days during a period of ten (10) consecutive Trading Days, provided that Borrower
shall not have been able to cure such trading suspension within thirty (30) Business Days of the notice thereof or list the Common
Stock on another Trading Market within sixty (60) Business Days of such notice.


 


6.6SEC Reporting
Status Matters.


 


(a)Borrower indicates
by check mark on the cover page of an SEC report filing that it has not (i) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (ii) has been subject to such filing requirements for the past ninety (90) days.


(b)Borrower indicates
by check mark on the cover page of an SEC report filing that it has not submitted electronically and posted on its corporate website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding twelve (12) months (or for such shorter period that the registrant was required to submit and post such files).


 


(c)Borrower indicates
by check mark on the cover page of an SEC report filing that it is a shell company (as defined in Rule 12b-2 of the Exchange
Act); or


 


(d)Borrower files
a Form 15 with the SEC to deregister its Common Stock. In such an event, Borrower shall file current reports with attorney opinions
on not less than a quarterly basis on www.otcmarkets.com until such time as Borrower re-registers its Common Stock with the SEC.


 


6.7Change of
Control. Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or
dispose of all or substantially all of its assets in one transaction or a series of related transactions (whether or not such sale
would constitute a Change of Control Transaction).


 


6.8Receiver
or Trustee. Each of Borrower or its subsidiaries, if any, shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a
receiver or trustee shall otherwise be appointed; or shall become insolvent or generally fails to pay, or admits in writing its
inability to pay, its debts as they become due, subject to applicable grace periods, if any.


 


6.9Judgments.
Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its subsidiaries or any
of their respective property or other assets for more than one hundred thousand dollars ($100,000) in the aggregate for Borrower,
and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.


 


6.10Bankruptcy.
Borrower or any of its subsidiaries shall be subject to a Bankruptcy Event.


 




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6.11DTC Eligibility.
Borrower shall lose its status as “DTC Eligible” or Borrower’s stockholders shall lose the ability to deposit
(either electronically or by physical certificates, or otherwise) shares into the DTC System through a “deposit chill”
or otherwise.


 


6.12Reservation
of Shares. Borrower shall fail timely to reserve shares of Common Stock from its authorized and unissued shares pursuant to
Section 3.8.


 


 


ARTICLE
VII  


DEFAULT RELATED PROVISIONS AND OTHER
PRIVILEGES


 


7.1Default Interest
Rate. If any Event of Default occurs, the outstanding Principal Amount of this Debenture, plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at Holder’s
election, immediately due and payable in cash in the sum of (a) one hundred eighteen percent (118%) of the outstanding Principal
Amount of this Debenture plus one hundred percent (100%) of accrued and unpaid interest thereon and (b) all other amounts, costs,
expenses and liquidated damages due in respect of this Debenture (“Mandatory Default Amount”). After the occurrence
of any Event of Default, the interest rate on this Debenture shall accrue at an interest rate equal to the lesser of eighteen percent
(18%) per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, Holder
shall promptly surrender this Debenture to or as directed by Borrower. In connection with such acceleration described herein, Holder
need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and
Holder shall have all rights as a holder of his Debenture until such time, if any, as Holder receives full payment pursuant to
this Section 7.1. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


7.2Default Penalty
Payment. Following the occurrence and during the continuance of an Event of Default, Borrower agrees to pay to Holder in the
amount equal to one thousand dollars ($1,000) per Business Day commencing the Business Day following the date of the Event of Default.
Borrower shall pay any fees incurred under this Section in immediately available funds upon demand and such fees shall also be
eligible to be converted into Conversion Shares as set forth in Article III. Such conversion privileges shall remain in full force
and effect immediately from the date hereof and until this Debenture is paid in full.


 


ARTICLE
VIII  


MISCELLANEOUS


 


8.1Piggyback
Registration Rights. Borrower shall include on the next registration statement Borrower files with the SEC (or on the subsequent
registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Debenture. Failure
to do so will result in liquidated damages of twenty-five percent (25%) of the outstanding Principal Amount of this Debenture,
but not less than twenty-five thousand dollars ($25,000), being immediately due and payable to Holder at its election in the form
of cash payment or addition to the balance of this Debenture. Notwithstanding the foregoing, in the event a registration statement
is filed with respect to an underwritten offering or a selling stockholder registration statement relating solely to holders of
Borrower’s Common Stock who paid cash for such Common Stock in a sale placed by an independent placement agent, the number
of shares of Common Stock owned by Holder to be included in any such registration statement may be limited if in the opinion of
the underwriter or placement agent, the sale of such shares by Holder would adversely impact the sale of shares by the underwriter
or selling stockholders included therein.


 




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8.2Failure or
Indulgence Not Waiver. No failure or delay on the part of Holder hereof 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. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


8.3Notices.
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 FedEx or other reputable express courier service with charges prepaid, (iv)
transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or (v) sent via Email whereby a return
Email confirming receipt has been delivered. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (y) 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 (z) on the next 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:


 


If to Borrower:


 


Players Network, Inc.


Attn: Mark Bradley


1771 E. Flamingo Road


Las Vegas, NV 89119


 


 


If to Holder:


 


Group 10 Holdings
LLC


Attn: Adam Wasserman


11 Island Ave. #1108


Miami Beach, FL 33139


EIN # 32-0409845


adam@group10llc.com


 


No change in any of such
addresses shall be effective insofar as notices under this Section 8.3 are concerned unless such changed address is located in
the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section
8.3.


 


8.4Amendment
Provision. Any term of this Debenture may be amended only with the written consent of Holder and Borrower. . The term “Debenture”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented, and any successor instrument as it may be amended or supplemented.


 




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8.5Assignability.
This Debenture shall be binding upon Borrower and its successors and assigns, and shall inure to the benefit of Holder and its
successors and assigns, and may not be assigned by Borrower without the prior written consent of Holder, which consent may not
be unreasonably withheld.


 


8.6Prevailing
Party and Costs. In the event any attorney is employed by any party with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Debenture or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Debenture, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.


 


8.7Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Debenture shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without regard to principles of conflicts of law. HOLDER AND BORROWER WAIVE ANY RIGHT
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN,
INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits
to the exclusive jurisdiction of the state and federal courts located in the County of Miami-Dade, State of Florida. If the jury
waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this
Debenture or any of the transactions contemplated herein will be finally settled by binding arbitration in Miami-Dade County, Florida
in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed
in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules
of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary
or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the arbitration, including
the arbitrator’s fees and expert witness fees, incurred by the parties to the arbitration, may be awarded to the prevailing
party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator.
Unless and until the arbitrator decides that one party is to pay for all (or a share) of such expenses, both parties shall share
equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.


 


8.8Maximum Payments.
Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of
the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder
exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by Borrower
to Holder and thus refunded to Borrower.


 


8.9Construction.
Borrower acknowledges that its legal counsel participated in the preparation of this Debenture and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Debenture to favor any party against the other.


 




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8.10Absolute
Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the Principal Amount of, interest and liquidated damages (if any) on, this Debenture
at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of Borrower.


 


8.11Lost or
Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen
or destroyed Debenture, a new Debenture for the Principal Amount of this Debenture so mutilated, lost, stolen or destroyed.


 


8.12Opinion
of Counsel. An opinion of the following counsels shall be deemed acceptable to Borrower: Law Firm of Richardson & Patel
LLP, Geenberg Trauirg LLP, Bauman & Associates Law Firm and Law Office of Clifford J. Hunt.


 


 


[Signature page follows.]


 


 


 


 


 


 


 


 


 




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IN WITNESS WHEREOF,
Borrower has caused this Convertible Debenture to be signed in its name effective as of the date first above indicated.


 


BORROWER:


 


Players Network, Inc


 


 


By:    ________________________


 


Name: Mark Bradley






Title: CEO


 


 


 


HOLDER:


Group 10 Holdings,
LLC


 


By:    ________________________


Name: Adam Wasserman


Title: Managing Member


 


 


 


 


 




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EXHIBIT A


NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Convertible Debenture (“Debenture”) of Players Network,
a Nevada corporation (“Borrower”), into shares of common stock (the “Common Stock”) of Borrower
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the undersigned
for any conversion, except for such transfer taxes, if any.


 


By the delivery of
this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of Common Stock does not exceed
the amount specified under Section 3.3 of the Debenture, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees
to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the
aforesaid shares of Common Stock pursuant to any prospectus.


 


	Conversion calculations:	 
	 	 
	 	Date to Effect Conversion:	 
	
         

         
	
         

        Principal Amount of Note to be Converted:
	 


 


	 	Interest Accrued on Account
	 	of Conversion at Issue:	 


 


	 	Number of shares of Common Stock to be issued:	 


 


 


	 	Signature:	 


 


	 	Name:	Group 10 Holdings LLC


 





	 	 	Address for Delivery of Common Stock Certificates:
	 	 	11 Island Ave #1108
	 	 	Miami Beach, FL 33139 
	 	 	EIN# 32-0409845
	 	 	Tel: 917.374.8229, Fax: 305.359.5180


 


	 	Or	 


 










	 	DWAC Instructions:


 


	 	Broker No:	 
	 	Account No:	 


 




 


 


 






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