Players Network Sample Contracts

Players Network – MANAGEMENT AGREEMENT (August 6th, 2019)

THIS MANAGEMENT AGREEMENT, made as of August 5th, 2019 by and between Players Network Inc., a Nevada corporation, hereinafter referred to as PNI, and GLFI, Inc., a Wyoming corporation and wholly-owned subsidiary of PNI, hereinafter referred to as Manager.

Players Network – PNTV SIGNED MANAGEMENT AGREEMENT WITH GLFI INC TO OPERATE, FUND AND EXPAND INTERNATIONAL MARKETS STARTING WITH 400 ACRES OF LAND IN JUJUY ARGENTINA An 8k Was Filed Today With The Details Of The Management Agreement Between PNTV and GLFI, and NASDAQ Confirmed GLFI, Inc. Was Approved to Reserve the Symbol “GLFI”. (August 6th, 2019)

LAS VEGAS, NV (August 6th, 2019) Player’s Network, Inc. (OTCQB: PNTV), a rapidly growing international company in the adult-use and medical marijuana industry, with operations in Las Vegas, Nevada and Jujuy Argentina, announced today that the company filed an 8k that contains the terms of its Management Agreement between PNTV and GLFI, a newly formed subsidiary created for the company’s international operations.

Players Network – COMMON STOCK PURCHASE WARRANT PLAYERS NETWORK INC. (April 1st, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $380,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Players Network Inc., a Nevada corporation (the “Company”), up to 15,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 22, 2019, by and among the Company and

Players Network – SECURITIES PURCHASE AGREEMENT (April 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 22, 2019, by and between PLAYERS NETWORK INC., a Nevada corporation, with headquarters located at 1771 E. Flamingo Rd., #201-A, Las Vegas, NV 89119 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).

Players Network – CONVERTIBLE PROMISSORY NOTE (April 1st, 2019)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Players Network – REGISTRATION RIGHTS AGREEMENT (April 1st, 2019)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2019, by and between PLAYERS NETWORK INC., a Nevada corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Players Network – COMMON STOCK PURCHASE WARRANT PLAYERS NETWORK INC. (April 1st, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $380,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Players Network Inc., a Nevada corporation (the “Company”), up to 15,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 22, 2019, by and among the Company and

Players Network – RELEASE AGREEMENT AND AGREEMENT TO RESCIND AND EXTINGUISH ASSET PURCHASE AGREEMENT AND SIDE LETTER AGREEMENT DATED MAY 24, 2018 (February 1st, 2019)

This “Release Agreement and Agreement to Rescind and Extinguish Asset Purchase Agreement and Side Letter Agreement Dated May 24, 2018” (“Agreement”) is entered into on this 31st day of December, 2018, by and between LCG Business Enterprises, LLC, a California limited liability company (“LCG”), Players Michigan, LLC, a Michigan limited liability company (“Players”) and Michael Gregory, an individual (“Gregory”), and Sam Snowden, an individual (“Snowden” Players, LCG, Gregory and Snowden are collectively referred to herein as the “Parties”).

Players Network – CKR LAW, LLP Mark A. Vega (SBN 162621) 1800 Century Park East, 14th Floor Los Angeles, CA 90067 P (424) 382-1832; F (424) 382-1833 mvega@ckrlaw.com Attorneys for Plaintiff RAI CAPITAL, LLC FOX ROTHSCHILD, LLP Conrad Wilton (SBN 313348) 10250 Constellation Blvd., Suite 900 Los Angeles, CA 90067-1506 P (310) 598-4150; F (310) 556-9828 cwilton@foxrothschild.com Attorney for Defendant PLAYERS NETWORK, INC. (June 13th, 2018)

RAI CAPITAL, LLC, Plaintiff, v. PLAYERS NETWORK, INC. Defendant. Case No: BC699454 Assigned for All Purposes to: Hon. Susan Bryant-Deason REVISED STIPULATION FOR SETTLEMENT OF CLAIMS Date: June 1, 2018 Time: 8:30 am Dept: 52 Complaint Filed: March 27, 2018 Trial Date: None Set

Players Network – LOAN AGREEMENT (May 29th, 2018)

THIS LOAN AGREEMENT (this “Agreement”) is entered into this 18th day of May, 2018, by and among Grass Roots Investors, LLC, a Delaware limited liability company (“Lender”) and Players Network, Inc., a Nevada corporation (“Borrower”). Lender, and Borrower are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.”

Players Network – ASSET PURCHASE AGREEMENT (May 29th, 2018)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 24th day of May, 2018, by and between Players Michigan LLC, a Michigan limited liability company (“Buyer”), and LCG Business Enterprises, LLC, a California limited liability company (“Seller”).

Players Network – CONVERTIBLE PROMISSORY NOTE (May 29th, 2018)

FOR VALUE RECEIVED, Players Network, Inc., a Nevada corporation (“Borrower”), whose address is 1771 E. Flamingo Road, Suite 201A, Las Vegas, NV 89119 promises to pay to the order of Grass Roots Investors, LLC, a Delaware limited liability company (“Lender”), whose address is c/o Bruce H. Seyburn, Seyburn Kahn, PC, 2000 Town Center Building, Suite 1500, Southfield, MI 48075-1195, the principal sum of One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00) (the

Players Network – AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT OF THE PLAYERS NETWORK April 21, 2018 (April 30th, 2018)

WHEREAS, on August 14, 2017, The Players Network, a Nevada corporation (the “Company”), issued to Kodiak Capital Group, LLC, a Delaware limited liability company (“Holder”) that certain Common Stock Purchase Warrant (the “Warrant”) to purchase, up to 37,500,000 shares of Common Stock (as defined in the Warrant) at an Exercise Price set forth in the Warrant. All Capitalized terms not defined herein shall have the same meaning as set forth in the Warrant.

Players Network – CONVERTIBLE NOTE DUE October 27, 2018 (March 1st, 2018)

THIS CONVERTIBLE NOTE is issued by Players Network, Inc., a Nevada corporation, (the “Borrower”), due October 27, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

Players Network – SECURITIES PURCHASE AGREEMENT (March 1st, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2017, between Players Network, Inc., a Nevada corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

Players Network – COMMON STOCK CLASS A PURCHASE WARRANT Players Network, INC. (March 1st, 2018)

THIS COMMON STOCK CLASS A PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Emunah Funding LLC or its registered assigns (the “Holder”), with an address at: 1361 East 10th Street, Brooklyn, NY 11730 Fax: (727) 547-7350, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Players Network, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Players Network – COMMON STOCK CLASS B PURCHASE WARRANT Players Network, INC. (March 1st, 2018)

THIS COMMON STOCK CLASS B PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Fourth Man LLC or its registered assigns (the “Holder”), with an address at: 2522 Chambers Road, Suite 100, Tustin, CA 92780, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Players Network, Inc., a Nevada corporation (the “Company”), up to 75,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Players Network – Contract (January 17th, 2018)

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

Players Network – Contract (January 17th, 2018)

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

Players Network – Contract (January 17th, 2018)

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

Players Network – AMENDMENT TO EQUITY PURCHASE AGREEMENT (January 17th, 2018)

AMENDMENT (this “Amendment”), dated as of January 5, 2018, to that certain Equity Purchase Agreement, dated as of August 14, 2017 (as amended from time to time, the “Purchase Agreement”), by and among The Players Network, a Nevada corporation (the “Company”) and Kodiak Capital Group, LLC, a Delaware limited liability company (“Investor”).

Players Network – Contract (January 17th, 2018)

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

Players Network – COMMON STOCK PURCHASE WARRANT THE PLAYERS NETWORK (August 18th, 2017)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the 37,500,000 share equity purchase agreement with the Holder (as defined below) of even date) (the “Agreement”), Kodiak Capital Group, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Players Network, Inc., a Nevada corporation (the “Company”), up to 37,500,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 14, 2017, by and

Players Network – REGISTRATION RIGHTS AGREEMENT (August 18th, 2017)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 14, 2017, by and between The Players Network, a Nevada corporation (the “Company”), and Kodiak Capital Group, LLC, a Delaware limited liability company (“Kodiak” or “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Players Network – EQUITY PURCHASE AGREEMENT (August 18th, 2017)

This equity purchase agreement is entered into as of August 14, 2017 (this “Agreement”), by and between The Players Network, a Nevada corporation (the “Company”) and Kodiak Capital Group, LLC, a Delaware limited liability company (“Investor”).

Players Network – Players Network EMPLOYMENT AGREEMENT (August 14th, 2017)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) after an initial trial period that began July 1st the Company hereby entered into this agreement on the 8th day of August 2017 (“Effective Date”), by and between Player’s Network, Inc., a Nevada corporation (hereinafter referred to as “Company”), with its principal business address at 1771 East Flamingo Road, Suite 201A, Las Vegas, NV 89119 and Geoffrey Lawrence, a resident of Nevada (“Employee”), with a mailing address of [Redacted].

Players Network – SECURITIES PURCHASE AGREEMENT (May 12th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 5th day of May, 2017 by and between Players Network, Inc. , a Nevada corporation (the “Company”), and the Investors listed on the signature page below (the “Investors”).

Players Network – Contract (May 12th, 2017)

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

Players Network – Contract (May 12th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.

Players Network – Form of Additional Warrant WARRANT AGREEMENT (November 30th, 2016)

This Warrant Agreement (the “Warrant”) is issued to ____________ LLC, a Michigan limited liability company (“Investor”) by Players Network, Inc., a Nevada corporation (“Players”) this __ day of _______________ 201_ (the “Grant Date”) in connection with a certain loan of ________________________ and no/100 Dollars ($_____0,000.00) made on made on ____________________, 201_, and evidenced by that certain Promissory Note issued by Players to Investor (the “Advance”). This Warrant is executed in connection with that certain letter agreement dated November __, 2016 and effective as of November 2, 2017 by and between Investor and Players (the “Letter Agreement”). Capitalized terms not otherwise defined herein have the meanings specified in the Letter Agreement.

Players Network – EXHIBIT A Form of Promissory Note PROMISSORY NOTE (November 30th, 2016)

FOR VALUE RECEIVED, Players Network, Inc., a Nevada corporation (“Borrower”), whose address is 1771 E. Flamingo Road, Suite 201A, Las Vegas, NV 89119 promises to pay to the order of SK L-43, LLC, a Michigan limited liability company (“Lender”), whose address is c/o Bruce H. Seyburn, Seyburn Kahn, PC, 2000 Town Center Building, Suite 1500, Southfield, MI 48075-1195, the principal sum of _______________________________ Dollars and No/100 ($___,000.00) together with interest on the unpaid principal under this Promissory Note (this “Note”) until paid at five percent (5%) simple interest per annum on the basis of a year of 360 days. This Note is being executed in connection with that certain letter agreement dated November __, 2016 between Borrower and Lender (the “Letter Agreement”). All capitalized terms not otherwise defined herein shall have the meanings specified in the Letter Agreement.

Players Network – SK L-43, LLC November 21, 2016 (November 30th, 2016)

This letter agreement (this “Agreement”) is made and entered into this 21st day of November, 2016 and shall be effective as of November 2, 2016 (the “Effective Date”), by and between SK L-43, LLC, a Michigan limited liability company (“Investor”), and Players Network, Inc., a Nevada corporation (“Players”), regarding, among other things, loans to be made to Players by Investor of up to Nine Hundred Twenty Five Thousand and No/100 Dollars ($925,000.00). The parties intending that the terms hereof be fully binding and enforceable, agree as follows:

Players Network – Form of Warrant Agreement WARRANT AGREEMENT (November 30th, 2016)

This Warrant Agreement (the “Warrant”) is issued to ____________ LLC, a Michigan limited liability company (“Investor”) by Players Network, Inc., a Nevada corporation (“Players”) this __ day of _______________ 201_ (the “Grant Date”) in connection with a certain loan of ________________________ and no/100 Dollars ($_____0,000.00) made on ____________________, 201_, and evidenced by that certain Promissory Note dated ______________ issued by Players to Investor (the “Advance”). This Warrant is executed in connection with that certain letter agreement dated November __, 2016 and effective as of November 2, 2017 by and between Investor and Players (the “Letter Agreement”). Capitalized terms not otherwise defined herein have the meanings specified in the Letter Agreement.

Players Network – SETTELMENT AGREEMENT PROMISSORY NOTE (August 23rd, 2016)
Players Network – $30,000 PROMISSORY NOTE (August 23rd, 2016)

FOR VALUE RECEIVED, Players Network, a Nevada corporation (the “Borrower”) promises to pay to Steve Howard (the “Lender”) the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Lender (the “Effective Date”).