RxMMHealth Limited and Players Network Inc. Definitivefunding agreement

RxMM Health Limited and Players Network Inc.

Definitive funding agreement

This agreement between RxMM Health Limited referred to in this agreement as the “Investor” or “RxMM” with its corporate offices located at 45 Ventnor Avenue West Perth 6005 Australia, and Players Network Inc. referred to in this agreement as the “Company” with it corporate offices located at 1771 East Flamingo Road, Suite 201a, Las Vegas, Nevada 89119 sets forth certain understandings and certain binding terms that were contained in the executed LOI dated April 21, 2016, and are being formalized in this Definitive Agreement relative to the transactions that were contemplated therein.

The following numbered paragraphs of this Letter (collectively, the “Binding Provisions”) reflect our mutual understanding of the matters contained in them. Each Party acknowledges that these provisions may become Nonbinding Provisions under the terms of this agreement if the referenced Debenture and Warrant agreements are not completed, and as of now they are not intended to create or constitute any legally binding obligation until such time. Neither Party shall have any liability to any Party with respect to the matters discussed in this Definitive Agreement and other related documents (the “Definitive Agreements”) including the fully executed Convertible Debenture as well as a Warrant Agreement prepared, authorized, executed and delivered by all Parties.

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The following are PNTV’s key conditions to closing the Transaction:

ADDITIONAL PROVISIONS

Seller does hereby represent and warrant to Purchaser, as a material inducement to enter into this Agreement, that to the best of its knowledge and belief of management at the present time:

(a) The conduct of the business of PNTV is in full compliance with all applicable Federal, State and local governmental statutes, rules, regulations, ordinances and decrees;

(b) Upon the exercise of Warrants and issuance of the underlying Shares, Purchaser will become the owner of record of up to 50,000,000 shares of PNTV issued and outstanding Capital Stock.

(c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as has been obtained;

Purchaser hereby represents, warrants, covenants and acknowledges that with respect to shares purchased hereunder not covered by a covenant to register, that:

(a) The shares are being conveyed in compliance with the applicable provisions of Rule 144 without registration and under the provisions of Section 5 of the Securities Act of 1933, as amended (the “Act”) pursuant to exemptions provided pursuant to Sections 3(b), 4(2) or 4(6) thereof;

(b) The purchaser is acquiring the shares for investment purposes and without a view towards further sale or distribution.

B. GENERAL PROVISIONS

1. ENTIRETY

This Agreement together with the instruments referred to herein, contains all of the understandings and agreements of the parties with respect to the subject matter discussed herein. All prior agreements whether written or oral are merged herein and shall have no force and effect.

2. SURVIVAL

The several representations, warranties and covenants herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any party. The Seller covenants that it has not failed to disclose any material fact or circumstance to Purchaser, which if known to the Purchaser prior to or during this transaction would alter the Purchaser’s decision as to if or in what manner the Purchaser would acquire the subject shares from Seller.

3. SEVERABILITY

If any provision of this Agreement or any application of such provision to any person or circumstance shall be held invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby.

4. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of Nevada.

5. LITIGATION

In the event disputes arise from a difference of interpretation of or failure of either party to perform under the terms of this Agreement, such disputes shall not be subject to litigation but submitted to binding arbitration for final settlement. For the purpose of this Agreement, any damages and costs arising from such disputes awarded to the prevailing party shall include attorney and arbitration costs in the aggregate.

6. BENEFIT OF AGREEMENT

The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors, estate, heirs and legatees. Notwithstanding anything contained herein elsewhere, no portion of this Agreement or any rights granted thereunder may be assigned, transferred or hypothecated by Purchaser without the prior written consent of Seller.

8. FURTHER ASSURANCES

The parties agree to do, execute, acknowledge and deliver (or cause to done, executed, acknowledged or delivered) and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this agreement.

9. TERMINATIONS

In the event that both parties fail to complete the terms and conditions of the Agreement, then this Agreement shall be deemed terminated and void as between the parties with no party having any rights or liabilities against the other. The term of this agreement shall not exceed five years from the date of execution hereof. Notwithstanding anything to the contrary contained in this agreement, the Binding Provisions will terminate by mutual written consent of the Parties, provided that the termination of the Binding Provisions shall not affect the liability of a Party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the Parties shall have no further obligations hereunder, except as stated in Paragraphs 11.b, c and d below, which shall survive any such termination.

10. AMENDMENT

No modification, waiver, amendment discharge or change of this Agreement shall be valid unless same is evidenced by a written instrument subscribed by both parties to this Agreement.

11. NOTICES

a. All notices demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

b. Disclosure. Except as and to the extent required by law, without the prior written consent of all other Parties, no Party hereto shall, and each shall direct its representatives not to directly or indirectly, make any public comment, statement or communication with respect to, or otherwise disclose or permit the disclosure of the existence of discussions regarding a possible Transaction between the Parties or any of the terms, conditions or other aspects of the transactions proposed in this LOI.

c. Confidentiality. Except as and to the extent required by law, no Party shall disclose or use, and it shall cause its representatives not to disclose or use, any and all information, documents or other proprietary information obtained by one Party (or its representatives) from any other Party (or its representatives) (collectively, the “Confidential Information”) in any manner other than in connection with such Party’s evaluation of the transactions proposed in this LOI. For purposes of this paragraph, “Confidential Information” does not include information that the disclosing Party can demonstrate (1) is generally available to or known by the public other than as a result of improper disclosure by the disclosing Party, or (2) is obtained by the disclosing Party from a source other than a Party hereto, provided that each source was not bound by a duty of confidentiality with respect to such information. If the Binding Provisions are terminated pursuant to Paragraph H below, each Party shall promptly return any Confidential Information in its possession to the appropriate Party.

d. Costs. Each Party hereto shall be responsible for and shall bear all of its own costs and expenses incurred in connection with the proposed Transaction.

e. Assignment. Neither the Company nor the Investors may assign their rights under this LOI (and under any of the Definitive Agreements) to anyone without the prior consent of the other Party.

If the foregoing is acceptable to you in principal, please sign and date this Definitive Agreement in the space provided below to confirm the mutual agreements set forth in the Binding Provisions and return a signed copy to the undersigned on or before July 25th 2016.

Attachments:

Attachment A – Debenture Agreement

Attachment B – Warrant Agreement

Exhibits:

Exhibit A – Investment Schedule to PNTV

Exhibit B – Warrant Schedule

Exhibit C – Conversion Rights

Exhibit D – Use of Proceeds

EXHIBIT A

Investment Schedule to PNTV

Below is the Investment Schedule from RxMM to PNTV:

EXHIBIT B

Warrant Schedule

RxMM will be granted with the following warrants, which shall be issued at each funding milestone amount described in the table below. The warrant exercise price is defined in the table below and the timing of exercise shall be tied to the Company’s share price based on a fourteen-day (14) trailing average basis.

RxMM reserves the right to convert part or the entire debenture into the warrant exercise price with any residual balance including interest to be repaid by the Company at Term.

The Warrants are callable if the stock averages 200% of the warrant strike price for any thirty days (30) trading period. As an example, if the stock is trading at 0.10 the Company can call the .0.05 warrants. RxMM would then have 10 days to exercise these warrants. After exercise of all warrants below and remaining principal and accrued interest could be converted into stock at a 25% discount to market and any excess over the amount of interest will be paid in cash.

EXHIBIT C

Conversion Rights

[Insert here]

EXHIBIT D

Use of Proceeds

Exhibit D is a general use of proceeds of $2,500,000 and subject to be adjusted depending on other financing and capital sources.