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.
Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including
without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby
acknowledged by Players Network, Inc., a Nevada corporation (the “Company”);
Black Mountain Equities, Inc. , its successors and/or registered assigns
(the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined
below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the
“Expiration Date”), 1,500,000 fully paid and nonassessable shares (the “Warrant Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as such number of Warrant
Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock
(this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement
dated May 5, 2017, to which the Company and the Holder are parties (as the same may be amended from time to time, the “Purchase
otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase
Warrant was originally issued to the Holder on May 5, 2017 (the “Issue Date”).
Exercise of Warrant.
This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the
Expiration Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email
or facsimile transmission) a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant
as Exhibit A (the “Notice of Exercise”). The date such Notice of Exercise is either faxed, emailed or
delivered to the Company shall be the “Exercise Date,” provided that, if such exercise represents the full
exercise of the outstanding balance of the Warrant, the Holder shall tender this Warrant to the Company within five (5) Trading
Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to the
Holder as of such date. The Notice of Exercise shall be executed by the Holder and shall indicate (i) the number of Warrant Shares
(as defined below) to be issued pursuant to such exercise, and (ii) if applicable (as provided below), whether the exercise is
a cashless exercise.
purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the
Common Stock is traded (the “Principal Market”) shall be open for business.
To the extent this Warrant is not previously exercised, and provided that (i) the Market Price of one (1) Share is greater than
the Exercise Price, (ii) the Warrant Shares are not subject to an effective registration statement under the 1933 Act, and (iii)
six months have elapsed since the Issue Date, the Holder may elect to receive Warrant Shares, in lieu of a cash exercise, equal
to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender
of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Shares computed using the
= Y (A-B)
number of Warrant Shares to be issued to Holder.
number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
Market Price (at the date of such calculation).
Price (as adjusted to the date of such calculation).
the purposes of this Warrant, the following terms shall have the following meanings:
shall mean an affiliate as such term is defined in Rule 144 under the Securities Act of 1933, as amended (or a successor rule).
Exercise Price Payable” shall mean the product of multiplying the number of Warrant Shares exercisable by the Exercise
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading
Day(s), as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock,
a comparable reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.
Stock Equivalents” shall mean any stock or securities (convertible into or exercisable or exchangeable) for shares of
Common Stock, not including the Company’s employee stock ownership plan.
Issuance” means a requested conversion under the Note that is not honored by the Company.
Price” shall mean fourteen cents ($0.14) per share of Common Stock, subject to adjustments herein.
Price” shall mean the Closing Price for the Common Stock on the Trading Day that is three Trading Days prior to the
shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as
the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced
If the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately
preceding subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for
the Warrant Shares shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire
transfer in accordance with instructions provided by the Company at the request of the Holder.
Upon the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender
of this Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following
the date the Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date that is three
(3) Trading Days following the Exercise Date) (the “Delivery Date”), provided that the Company remains DTC/DWAC
Eligible (as defined in the Note) are then satisfied, deliver or cause the Company’s Transfer Agent to deliver the applicable
Warrant Shares electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated
by the Holder on the Notice of Exercise. If all DWAC Eligible Conditions are not then satisfied, the Company shall instead issue
and deliver or cause to be issued and delivered (via reputable overnight courier) to the address as specified in the Notice of
Exercise, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
shall be entitled. For the avoidance of doubt, the Company has not met its obligation to deliver Warrant Shares by the Delivery
Date unless the Transfer Agent has posted the shares for DWAC pickup and the Holder or its broker, as applicable, has been notified
of this availability, or if the DWAC Eligible Conditions are not then satisfied, has actually received the certificate representing
the applicable Warrant Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth
If Warrant Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition
to all other remedies available to the Holder in the Transaction Documents, a late charge equal to the greater of (i) $2,000.00
and (ii) 2% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and
to which the Holder is entitled multiplied by (2) the Closing Price of the Common Stock on the Trading Day immediately preceding
the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating this Warrant,
per Trading Day until such Warrant Shares are delivered. The Company shall pay any late charges incurred under this subsection
in immediately available funds upon demand; provided, however, that, at the option of the Holder (without notice to the
Company), such amount owed may be added to the principal amount of the Note. Furthermore, in addition to any other remedies which
may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares as
required under subsection (d) immediately above, the Holder may revoke all or part of the relevant Warrant exercise by delivery
of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant, except that the late charge described above shall be
payable through the date notice of revocation or rescission is given to the Company.
The Holder shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section
2.1 on the Exercise Date.
Ownership Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock in payment
of interest or principal under Note, upon conversion of the Note, under the Warrant, or upon exercise of the Warrant, so that
the Buyer would, together with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of
such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common
Stock outstanding on such date (the “Maximum Percentage”), the Company shall not be obligated and shall not
issue to the Buyer shares of Common Stock which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage
would no longer be exceeded by any such receipt of shares of Common Stock by the Buyer. Upon delivery of a written notice to the
Company, the Buyer may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery
of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 4.99% as specified in such notice;
provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Buyer and its Affiliates. The
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 5.13 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 5.13 or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived
and shall apply to a successor holder of the Note and Warrant.
Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder
a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
Rights of the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder
in the Company, either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited
to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
Capital Adjustments. If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock,
by split-up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend,
the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately
in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price, Market Price (in the event of a cashless exercise), and other applicable
amounts, but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted)
shall remain the same. Any adjustment under this Section 5.1 shall become effective automatically at the close of business on
the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change
in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section
5.1 above), then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the
expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and
amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization,
or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such
reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price
per Warrant Share payable hereunder, provided the aggregate purchase price shall remain the same.
Subsequent Equity Sales. If the Company, at any time while this Warrant is outstanding, shall sell or grant any option
to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any
option to purchase) any Common Stock or Common Stock Equivalents, entitling any person to acquire shares of Common Stock, at an
effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such
issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance
shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price
shall be reduced (and only reduced) to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be
increased such that the Aggregate Exercise Price Payable hereunder, after taking into account the decrease in the Exercise Price,
shall be equal to the Aggregate Exercise Price Payable prior to such adjustment. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following
the issuance of any Common Stock subject to this Section 5.3, indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon
the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of
Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the
Notice of Exercise.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on
the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or
sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding,
and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof.
Nothing in this Section 6 shall be deemed to limit any other provision contained herein.
Call Option. Notwithstanding anything herein to the contrary, the Company may at any time, following the 6 month anniversary
of the Issue Date, call for exercise up to one hundred percent (100%) of this Warrant then still outstanding, by providing the
Holder of this Warrant written notice (the “Call Notice”); provided, that, in connection with any call by the Company
(A) the volume weighted average price of the Common Stock has been greater than $0.25 (subject to adjustments in section 5.1)
for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the call notice (“Call
Notice Period”) and (B) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission
or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). In the event the Company submits
to the investor a Call Notice, the Investor, must exercise the warrants under using a cash exercise only.
Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933
Act. This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold,
transferred, pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under
the 1933 Act relating to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company
that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate
for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend,
in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section
7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit
B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company.
Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on
the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered
assign” for all purposes hereunder, and shall have all the rights of the Holder.
Warrant Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”)
for the purpose of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant
hereto, and replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement,
as the case may be, shall be made at such office by such Warrant Agent.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the Holder as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing
signed by the parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken
together, contain the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there
are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than
as expressly contained herein and therein.
Governing Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Nevada, without
giving effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder,
each irrevocably (a) consent to and expressly submit to the exclusive personal jurisdiction of any state or federal court sitting
in San Diego County, California in connection with any dispute or proceeding arising out of or relating to this Warrant, (b) agree
that all claims in respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly
submit to the venue of any such court for the purposes hereof, and (d) waive any claim of improper venue and any claim or objection
that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this Warrant, the
Holder, each hereby irrevocably consent to the service of process of any of the aforementioned courts in any such proceeding by
the mailing of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s
address as provided for herein, such service to become effective ten (10) calendar days after such mailing. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Remedies. The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting
any other remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered
via facsimile or email shall be considered original signatures for purposes hereof.
Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof.
Attorney’s Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the
party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an
additional award of the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with
the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the
fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad
Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such
provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant
in any other jurisdiction.
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WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized.
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated
as of May 5, 2017 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common
Stock”), of PLAYERS NETWORK, INC. , and tenders herewith payment in accordance with Section 2 of the Warrant,
$__________________________ = (Exercise Price x Warrant Shares)
is being made by:
number of Warrant Shares to be issued to Holder: ______*
X = Y (A-B)
number of Warrant Shares to be issued to Holder.
number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
Market Price (at the date of such calculation).
Price (as adjusted to the date of such calculation).
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.
is the intention of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s
right to exercise thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares of Common Stock than permitted
under Section 2.2, this notice should be amended and revised, ab initio, to refer to the exercise which would result in
the issuance of the maximum number of such shares permitted under such provision. Any exercise above such amount is hereby deemed
void and revoked.
contemplated by the Warrant, this Notice of Exercise is being sent by facsimile or email to the fax number and officer indicated
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously
surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address
indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice
of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder
as of such date.
the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing
the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:
OF TRANSFEROR ENDORSEMENT
be signed only on transfer of the Warrant)
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of May 5, 2017 (the “Warrant”)
to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of PLAYERS
NETWORK, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective
right on the books of PLAYERS NETWORK, INC. with full power of substitution in the premises.
[Transferor Name must conform to the name of Holder as specified on the face of the Warrant]