value received, Players Network, a Nevada corporation (the “Company”), hereby promises to pay to Edwin F. Winfield,
an individual, or his assigns (the “Holder”) the principal sum of Three Thousand Five Hundred Dollars ($3,500.00)
(the “Principal Amount”), together with “Interest” at a simple 10%, the “Total
Note Repayment Amount”). The Total Note Repayment Amount shall be due and payable on demand. Payment of all amounts
due hereunder shall be made to the Holder per the instructions in Section 4 hereof. Interest shall accrue on the outstanding Principal
Amount on an annual basis at a rate of Ten Percent (10.0%).
OF THE NOTE. This Promissory Note is a short term bridge loan issued to help the Company meet its short term operating
OF THE NOTE. The Total Note Repayment Amount of this Note and all accrued interest on the Principal Amount shall be paid
by the Company on Demand.
any payment of the Principal Amount, or interest under this Note shall not be made within ten (10) business days of demand, a
late charge of ten percent (10%) of the outstanding payment amount may be charged by Holder for the purpose of defraying the expenses
incident to handling such delinquent payments. Such late charge represents a reasonable sum considering all of the circumstances
existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by Holder
due to the failure of Company to make timely payments.
The occurrence of any one of the following events shall constitute an Event of Default:
non-payment, when demanded in writing, of any amount pursuant to this Note;
material breach of any representation or warranty in this Note;
breach of any covenant or undertaking, not otherwise provided for in this Section 3;
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commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or
the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or
application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for
the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit
of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or
commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement,
insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20
days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all
or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant
of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.
the event the Holder becomes aware of a breach of Sections 3(a), (b) or (c), then provided such breach is capable of being cured
by Company, the Holder shall notify the Company in writing of such breach and the Company shall have thirty (30) calendar days
after notice to cure such breach.
the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any unpaid
portion of the Total Note Repayment Amount due to Holder, immediately due and payable, in which event it shall immediately be
and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph
(e) hereof, all or any portion of the unpaid Total Note Repayment Amount due to Holder shall immediately become due and payable
without any such notice.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not,
then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be sent as follows:
at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.
In the event Company sells substantially all of its assets owned at the time of execution of this Note, Holder hereby agrees to
the assignment of the Note to the buyer or transferee of the assets of the Company, provided that the assignee in such transaction
assumes all of the Company’s obligations under this Note. The Company will execute or obtain all documents reasonably requested
by the Holder in furtherance of such purported assignee’s assumption of obligations.
LAW; VENUE. This Note is executed pursuant to and shall be interpreted and governed for all purposes under the laws of
the State of Nevada. Any cause of action brought to enforce any provision of this Note shall be brought in the appropriate court
in Clark County, Nevada. If any provision of this Agreement is declared void, such provision shall be deemed severed from this
Note, which shall otherwise remain in full force and effect. This Note shall supersede any previous agreements, written or oral,
expressed or implied, between the parties relating to the subject matter hereof.
FEES. The Company agreed to pay the following costs, expenses, and attorneys’ fees paid or incurred by Holder, or
adjudged by a court: (i) reasonable costs of collection, costs, and expenses, and attorneys’ fees paid or incurred in connection
with the collection or enforcement of this Note, and (ii) costs of suit and such sum as the court may adjudge as attorneys’
fees in any action to enforce payment of this Note or any part of it.
WITH LAW. It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws.
Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this
Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned
by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either
refunded to the Company or credited on the principal amount of this Note.
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Waiver. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective
unless in writing and approved by the Company and the Holder. No delay or omission by Holder in exercising any right hereunder
shall operate as a waiver of such right or any other right of Holder. A waiver on one occasion shall not be construed as a bar
to or waiver of any right in the future.
REFORMATION. In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall
not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful,
be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained
herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without
limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be
excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable
to the fullest extent compatible with then existing applicable law.
Each Party shall pay their own expenses in connection with this Note.
BY JURY.COMPANY (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS HOLDER AND HOLDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVE ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY
IS SEPARATELY GIVEN BY COMPANY, KNOWINGLY AND VOLUNTARILY.
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witness whereof, Company has executed this Promissory
Noteas of the date first written above.