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]

NEITHER THESE SECURITIES NOR ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE 1933 ACT OR THE LAWS OF APPLICABLE STATES OR SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5% CONVERTIBLE DEBENTURE

DUE 24 months from the final investment of moneys advanced through that certain Letter of Intent executed by the parties named below dated 4/20/2016, combined with a draw down commitment, totaling $2,500.000 in the aggregate.

FOR VALUE RECEIVED, Player Network Inc., a Nevada corporation (the “Company”), hereby promises to pay to RxMM Health or registered assigns (the “Holder”) on or before 24 months (the “Maturity Date”) from the date of the final total draw down the principal amount of $2,500.000 Dollars plus all accrued interest on the principal amount hereof, in such amounts, at such times and on such terms and conditions as are specified herein.

The Company shall pay interest on the unpaid principal amount of this Debenture (this “Debenture”) at the rate of Five Percent (5%) per year, payable in arrears until the principal hereof is paid in full or has been converted. Interest on this Debenture shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Debenture. Interest shall be computed on the basis of a 360- day fiscal year of 12 30-day months. If the Holder shall elect to convert this Debenture during any fiscal quarter, the Company shall pay to the Holder, upon conversion, the pro-rata portion of accrued interest payable through the conversion date, payable 15 days after the close of the fiscal quarter in which the conversion took place

This Debenture must be surrendered to the Company in order for the Holder to receive payment of the principal amount hereof. The Company shall pay the principal of and interest on this Debenture in United States dollars. For payment hereunder the Company may draw a check or apply equivalent amounts of elected conversions by Holder of any of his Warrants then held for any payments of interest in any amount to the order of the Holder of this Note and mail it to the Holder’s address as shown on the Register (as defined in Section 7.2 below). Interest and principal payments shall be subject to withholding under applicable United States Federal Internal Revenue Service Regulations.

SECTION 3.1. Conversion Privilege

a. The Holder of this Debenture shall have the right, at its option, to convert it into shares of common stock, no par value per share, of the Company (“Common Stock”) at any time which is before the close of business on the Maturity Date, except as set forth in Section 3.1(c) below. The number of shares of Common Stock issuable upon the conversion of this Debenture is determined by dividing the principal amount hereof to be converted plus all accrued interest thereon minus any required withholding by the conversion price in effect on the conversion date (as defined in paragraph (b) of this Section 3.1 below) and rounding the result to the nearest 1/100th of a share. On conversion, no payment of or adjustment (other than as provided in the previous sentence) for accrued interest shall be made whether or not such conversion occurs before, on or after an interest payment date. This privilege of Conversion is non-transferable without the written consent of the Company, which will not be unreasonable withheld.

b. The conversion price is Twenty-Five Percent (25%) off the 30 average market price of the Common Stock leading up to the conversion date.

c. Less than the entire principal amount of this Debenture may be converted into Common Stock if the portion converted is $2,500,000 or a whole multiple of $50,000 and the provisions of this Article 3 that apply to the conversion of the entire Debenture also apply to the conversion of any portion of it. All accrued interest on this Debenture shall be added to the amount converted if less than the entire principal amount of this Debenture is converted and shall be deemed to be paid and discharged thereby.

d. In the event any Debentures remain outstanding on or after the anniversary of the maturity date hereof, the unconverted portion of such Debentures will be convertible in the manner set forth in this Section 3.1; however, the conversion price shall be equal to the 30 day average market price on the conversion date, or converted by the exercising of the warrants per a fixed schedule see warrant agreement

SECTION 3.2 . Conversion Procedure . To convert this Debenture into Common Stock, the Holder must (a) complete and sign the Notice of Conversion attached hereto and (b) surrender the Debenture to the Company. The date upon which the Company receives the completed Notice of Conversion (by mail, email, facsimile or otherwise) is the conversion date, provided that the Company shall not be required to deliver a certificate for Common Shares unless and until the Company receives the Debenture. Within five business days after receipt of the Notice of Conversion, providing the Company has received the Debenture from the Holder, the Company shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion and a check for any fraction of a share.

SECTION 3.3. Fractional Shares. The Company shall not issue a fractional share of Common Stock upon the conversion of this Debenture. Instead, the Company shall pay in lieu of any fractional share the cash value thereof at the then current market price of the Common Stock as determined under Section 3.7 below.

SECTION 3.4. Taxes on Conversion. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion of this Debenture. However, the Holder shall pay any such tax which is due because the shares are issued in a name other than its name.

SECTION 3.5. Company to Reserve Stock. The Company shall reserve out of its authorized but unissued Common Stock or Common Stock held in treasury enough shares of Common Stock to permit the conversion of this Debenture. All shares of Common Stock which may be issued upon the conversion hereof shall be fully paid and non-assessable.

SECTION 3.6. Restrictions on Transfer. This Debenture being a Security and the Common Stock issuable upon the conversion hereof have not been registered under the Securities Act of 1933 (the “Act”) and this Debenture and the Common Stock issuable upon the conversion of this Debenture may not be offered for sale, sold or otherwise transferred unless such offer, sale or other transfer is registered under the Act or such securities or such transfer is exempt from such registration.

SECTION 3.7. Current Market Price.

a. In Sections 3.1 and 3.3, the current market price per share of Common Stock on any date is the average of the quoted prices of the Common Stock for five consecutive trading days ending on the trading day before the date in question.

b. As used in this Section 3.7, the term quoted price shall mean (i) the closing bid prices thereof on any such trading date, as reported by Bloomberg, L.P. or (ii) in the event the Common Stock is not reported on such system, the fair market value of the Common Stock as determined by the Board of Directors of the Company in its good faith judgment.

SECTION 3.8. Mergers, Etc. If the Company merges or consolidates with another corporation or sells or transfers all or substantially all of its assets to another person and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, the Company and any such successor, purchaser or transferee shall amend this Debenture to provide that it may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which this Debenture might have been converted immediately before such merger, consolidation, sale or transfer.

The Company shall not consolidate or merge into, or transfer all or substantially all of its assets to, any person, unless such person assumes the obligations of the Company under this Debenture and immediately after such transaction no Event of Default exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the Company shall terminate upon such assumption.

The Company will mail to the Holder hereof at its address as shown on the Register a copy of any annual, quarterly or current report that it files with the SEC or the OTC Markets promptly after the filing thereof and a copy of any annual, quarterly or other report or proxy statement that it gives to its shareholders generally at the time such report or statement is sent to shareholders.

SECTION 6.1. Events of Default. An “Event of Default” occurs if (a) the Company does not make the payment of the principal of this Debenture when the same becomes due and payable at the Maturity Date, upon redemption or otherwise, (b) the Company does not make a payment of interest when such interest becomes due and payable and such default continues for a period of 10 days thereafter, (c) the Company fails to issue shares of Common Stock upon conversion, (d) the Company fails to comply with any of its other agreements in this Debenture and such failure continues for the period and after the notice specified below, (e) the Company pursuant to or within the meaning of any Bankruptcy Law (as hereinafter defined): (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian (as hereinafter defined) of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company or for all or substantially all of its property or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days. As used in this Section 6.1, the term “Bankruptcy Law” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. A default under clause (d) above is not an Event of Default until the holders of at least 25% of the aggregate principal amount of the Debentures notify the Company of such default and the Company does not cure it within 10 days after the receipt of such notice, which must specify the default, demand that it be remedied and state that it is a “Notice of Default.”

SECTION 6.2. Events of Default by the Holder. In the event Holder becomes insolvent or bankrupt, or transfers, hypothecates, or otherwise disposes or conveys any portion of any of Holder’s rights or interest in regard to this debenture to a third party not controlled by Holder, without the approval of the Company, the conversion privileges granted hereunder shall be suspended, until such action is either rectified or approved.

SECTION 6.3. Acceleration. If an Event of Default occurs and is continuing, the Holder hereof by notice to the Company, may declare the principal of and accrued interest on this Debenture to be due and payable. Upon such declaration, the principal and interest hereof shall be due and payable immediately.

SECTION 7.1. Record Ownership. The Company shall maintain a register of the holders of the Debentures (the “Register”) showing their names and addresses and the serial numbers and principal amounts of Debentures issued to or transferred of record by them from time to time. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

SECTION 7.2. Registration of Transfer. Transfers of this Debenture may be registered on the books of the Company maintained for such purpose pursuant to Section 7.2 above (i.e., the Register). Transfers shall be registered when this Debenture is presented to the Company with a request to register the transfer hereof and the Debenture is duly endorsed by the appropriate person, reasonable assurances are given that the endorsements are genuine and effective, and the Company has received evidence satisfactory to it that such transfer is rightful and in compliance with all applicable laws, including tax laws and state and federal securities laws. When this Debenture is presented for transfer and duly transferred hereunder, it shall be cancelled and a new Debenture showing the name of the transferee as the record holder thereof shall be issued in lieu hereof. When this Debenture is presented to the Company with a reasonable request to exchange it for an equal principal amount of Debentures of other denominations, the Company shall make such exchange and shall cancel this Debenture and issue in lieu thereof Debentures having a total principal amount equal to this Debenture in the denominations requested by the Holder. The Company may charge a reasonable fee for any registration of transfer or exchange other than one occasioned by a notice of redemption or the conversion hereof.

Except as otherwise provided in this Debenture, any notice which is required or convenient under the terms of this Debenture shall be duly given if it is in writing and (a) delivered in person (b) mailed by first class mail, postage prepaid, or (c) sent by private overnight mail service (such as Federal Express) and directed to the Holder of the Debenture at its address as it appears on the Register or if to the Company to its principal executive offices. Such notice shall be effective, when personally delivered, upon receipt, when so sent by first class mail, four business days after deposit with the United States Postal Service, or when so sent by private overnight mail service, the next business day after deposit.

Where this Debenture authorizes or requires the payment of money or the performance of a condition or obligation on a Saturday or Sunday or a public holiday, or authorizes or requires the payment of money or the performance of a condition or obligation within, before or after a period of time computed from a certain date, and such period of time ends on a Saturday or a Sunday or a public holiday, such payment may be made or condition or obligation performed on the next succeeding business day, and if the period ends at a specified hour, such payment may be made or condition performed, at or before the same hour of such next succeeding business day, with the same force and effect as if made or performed in accordance with the terms of this Debenture. Where time is extended by virtue of the provisions of this Article 9, such extended time shall not be included in the computation of interest.

The holders of a majority in principal amount of the Debentures may waive a default or rescind the declaration of an Event of Default and its consequences except for a default in the payment of principal of or interest on any Debenture.

In this Debenture, unless the context otherwise requires, words in the singular number include the plural, and in the plural include the singular, and words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. The numbers and titles of sections contained in this Debenture are inserted for convenience of reference only, and they neither form a part of this Debenture nor are they to be used in the construction or interpretation hereof. Wherever, in this Debenture, a determination of the Company is required or allowed, such determination shall be made by a majority of the Board of Directors of the Company and if it is made in good faith, it shall be conclusive and binding upon the Company and the Holder of this Debenture.

The validity, terms, performance and enforcement of this Debenture shall be governed and construed by the provisions hereof and in accordance with the laws of the State of Nevada applicable to agreements that are negotiated, executed, delivered and performed solely in the State of Nevada.

IN WITNESS WHEREOF , the Company has duly executed this Debenture as of the date first written above.

PLAYER’S NETWORK, INC.

By

__________________________________________________________

Name

__________________________________________________________

Title

______________________________________________________

NOTICE OF CONVERSION

[To be completed and signed only upon conversion of Debenture]

The undersigned, the Holder of this Debenture, hereby irrevocably elects to exercise the right to convert it into common stock, par value $     per share, of Players Network Inc. Company as follows:

[Complete if less than ____________________ Dollars ($_________)*____

all of principal amount ($50,000 or integral multiples of $50,000)

is to be converted]

[Signature must be _______________________________________________

guaranteed if registered (Name of Holder of shares if different than

holder of stock differs registered Holder of Debenture)

from registered Holder of

Debenture)

________________________________________________

(Address of Holder if different than address of

registered Holder of Debenture)

________________________________________________

(Social Security or EIN of Holder of shares if

different than Holder of Debenture)

*If the principal amount of the Debenture to be converted is less than the

entire principal amount thereof, a new Debenture for the balance of the

principal amount shall be returned to the Holder of the Debenture.

Date:________________ Sign:_____________________________________

(Signature must conform in all respects

to name of Holder shown on face of this

Debenture)

Signature Guaranteed:

Assignment of Note

The undersigned hereby sell(s) and assign(s) and transfer(s) unto

————————————————————————

(name, address and SSN or EIN of assignee)

Dollars ($        )

————————————————— ——- —

(principal amount of Debenture, $10,000 or integral multiples of $10,000)

of principal amount of this Debenture together with all accrued interest hereon.

Date:       Sign:

———     ——————————————

(Signature must conform in all respects to

name of Holder shown on face of Debenture)

Signature Guaranteed:

________________________________________________________________________________

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF May 15th, 2016, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS.

Right to Purchase 50,000,000 Shares of Common Stock, par value $0.001 per share

STOCK PURCHASE WARRANT AGREEMENT

THIS CERTIFIES THAT, for value received, Rxmm Health Pty Ltd. or its registered assigns, is entitled to purchase from Players Network, Inc. a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, Fifty Million (50,000,000) Common Shares to be vested as outlined in the Definitive Funding Agreement dated August 15th, 2016, between Players Network and Rxmm Health. After each tranche is vested the warrant become fully paid and exercisable for the purchase of non-assessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and the warrants will be deemed earned and available to exercise at a price as outlined in Exhibit A Strike Price and Warrant Schedule (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term Warrants means this Warrant and any other warrants that may be issued pursuant to that certain Definitive Funding Agreement dated August 15th, 2016, by and among the Company and the Buyers listed on the execution page thereof (the “Definitive Funding Agreement”).

This Warrant is subject to the following terms, provisions, and conditions:

1. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. Subject to the provisions hereof, the holder may exercise this Warrant Hereof, in whole or in part, by the surrender of this Warrant, together with a Completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at The Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) Payment to the Company in cash, by against the forgiveness of the convertible Debenture by certified or official bank check or by wire or a combination of the two that will transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective Registration statement under the Securities Act of 1933, as amended (the “Securities Act”), delivery to the Company of a written notice of an election to Effect a “Cashless Exercise” (as’ defined in Section 11 (c) below) for the Warrant Shares specified in the Exercise Agreement-. The Warrant Shares so Purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such such holder shall designate other name as. If this warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.

Notwithstanding anything in this Warrant to the contrary, in no event shall The Holder of this Warrant is entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Definitive Funding Agreement subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof.

2. Period of Exercise. This Warrant is exercisable at any time from the time after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement (the “Issue Date”) and before 5:00 p.m., New York City time on the second (2’) anniversary of the Issue Date(the “Exercise Period”).

(a) CALLABLE FEATURE. Anytime during the warrant exercising period if the price of the market reaches or exceeds the strike price of the warrant by 200% for a period of 30 days, the company can demand the exercise of the outstanding warrant and converted to stock based on the attached Schedule A, Strike Price and Warrant Schedule.

3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and agrees as follows:

(a) SHARES TO BE FULLYPAID. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

(b) RESERVATION OF SHARES. During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the full exercise of this Warrant.

(c) LISTING The Company shall as soon as practicable secure the listing of the shares of Common Stock issuable upon exercise of the Warrant upon a national or international securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the Company shall so list on a national or international securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on such national or international securities exchange or automated quotation system.

(d) CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of its charter 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 to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant.

(e) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition of all Or substantially all the Company’s assets.

4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

(a) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF COMMON STOCK. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, Any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than 20% below the Market Price (as herein after defined) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance

(b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of Determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable:

(I) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities Convertible into or exchangeable for Common Stock (“Convertible Securities”) (Such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than 20% of the Market Price on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the Maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any Manner issues or sells any Convertible Securities, whether or not immediately Convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such Conversion or exchange is less than 20% below the Market Price on the date of issuance of Such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is a Change at any time in (I) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(v) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount Received by the Company therefor, before deduction of reasonable commissions, Underwriting discounts or allowances or other reasonable expenses paid or Incurred by the Company in connection with such issuance, grant or sale. In case Any Common Stock, Options or Convertible Securities are issued or sold for a Consideration part or all of which shall be other than cash, the amount of the Consideration other than cash received by the Company will be the fair value of Such consideration, except where such consideration consists of securities, in Which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, Merger or consolidation in which the Company is the surviving corporation, the Amount of consideration therefor will be deemed to be the fair value of such Portion of the net assets and business of the non-surviving corporation as is Attributable to such Common Stock, Options or Convertible -Securities, as the Case may be. The fair value of any consideration other than cash or securities Will be determined in good faith by the Board of Directors of the Company.

(vi) EXCEPTIONS-TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to the Exercise Price will be made (I) upon the exercise of any warrants, options Or convertible -securities granted, issued and outstanding on the date of issuance of this Warrant; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the independent members of the Board of Directors of the Company or a majority of the members of a committee of independent directors established for such purpose; (iii) upon the exercise of the Warrants; or (iv) upon the issuance of shares of Common Stock in connection with the Company’s acquisitions.

(c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, Reorganization, reclassification or otherwise) the shares of Common Stock Acquirable hereunder into a greater number of shares, then, after the date of Record for effecting such subdivision, the Exercise Price in effect immediately Prior to such subdivision will be proportionately reduced. If the Company at any Time combines (by reverse stock split, recapitalization, reorganization, Reclassification or otherwise) the shares of Common Stock acquirable hereunder Into a smaller number of shares, then, after the date of record for effecting Such combination, the Exercise Price in effect immediately prior to such Combination will be proportionately increased.

(d) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(e) CONSOLIDATION, MERGER OR SALE. In case of any consolidation of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shards of stock or securities thereafter deliverable upon the exercise of this warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

(f) DISTRIBUTION OF ASSETS. In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining stockholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to such distribution.

(g) NOTICE OF ADJUSTMENT. Upon the occurrence of any event which Requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The chief financial officer of the Company shall certify such calculation.

(h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the Exercise Price shall be made in an amount of less than I% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

OTHER NOTICES. In case at any time:

(I) The Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;

(ii) The Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;

(iii) There shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or

(iv) There shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (I), (ii), (iii) and (iv) above.

(k) Certain Events. If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the Holder shall be neither enhanced nor diminished by such event.

(1) CERTAIN DEFINITIONS.

(I) “COMMON STOCK DEEMED OUTSTANDING” shall mean the number of Shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b) (I) hereof, the maximum total number of shares of Common Stock issuable upon The exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum Total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

(ii) “MARKET PRICE,” as of any date, (I) mean the average of the last reported sale prices for the shares of Common Stock on the OTC Markets (the “OTC “) for the five (5) trading days immediately preceding such date as reported by I Bloomberg, L.P. (“Bloomberg”), or (ii) if the OTC is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Corporation or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation

(iii) “COMMON STOCK,” for purposes of this Paragraph 4, includes the Common Stock, par value $0.001 per share, and any additional class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable pursuant to this Warrant shall include only shares of Common Stock, par value $0.001 per share, in respect of which this Warrant is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization, reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(e) hereof, the stock or other securities or property provided for in such Paragraph.

5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the exercise Of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.

6. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall Not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7. TRANSFERS, EXCHANGE, AND REPLACEMENT OF WARRANT.

(a) RESTRICTION ON TRANSFER. This Warrant and the rights granted to The holder hereof is transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached Hereto, at the office or agency of the Company referred to in Paragraph 7(e) Below, provided, however, that any transfer or assignment shall be subject to The conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the. Any notice shall not affect owner and holder hereof for all purposes, and the Company to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated as of March 31, 1999, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”.).

(b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or Agency of the Company referred to in Paragraph 7(e) below, for new Warrants of Like tenor representing in the aggregate the right to purchase the number of shares of Common Stock, which may be purchased hereunder, each of such new warrants to represent the right to purchase such number of shares as shall be Designated by the holder hereof at the time of such surrender.

(e) REPLACEMENT OF WARRANT Upon receipt of evidence reasonably Satisfactory to the Company of the loss, theft, destruction, or mutilation of This Warrant and, in the case of any such loss, theft, or destruction, upon Delivery of an indemnity agreement reasonably satisfactory in form and amount to The Company, or, in the case of any such mutilation, upon surrender and Cancellation of this Warrant, the Company, at its expense, will execute and Deliver, in lieu thereof, a new Warrant of like tenor.

(d) CANCELLATION, PAYMENT OF EXPENSES. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in This Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other Expenses (other than legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

(e) REGISTER. The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

(f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the Time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (I) that the holder or transferee of this Warrant, as the case may be, famish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 5 0 1 (a) promulgated under the Securities Act; provided that no such opinion, letter or status as an “accredited investor” shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a View to the distribution thereof

8. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain assignees thereof) is not entitled to the benefit of such registration rights in respect of the Warrant Shares, and is limited in the resale thereof subject to Rule 144 as above.

9. NOTICES. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been famished to the Company by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 1771 east Flamingo Rd 201a, Las Vegas Nevada 89119. Attention: Chief Executive Officer at such other address as shall have been famished to the holder of this Warrant by notice from the Company. Any such notice, request, or other communication may be sent by Facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.

10. GOVERNING LAW. This Warrant shall be governed by and construed In accordance with the laws of the State of Nevada applicable to contracts made and to be performed in the State of Nevada (without regard to principles of conflict of laws). The Company and the holder irrevocably consent to the jurisdiction of the United States federal courts and the state courts located in Delaware in any suit or proceeding based on or arising under this Warrant, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby and irrevocably *agree that all claims in respect of such suit or proceeding may be determine in such courts. The Company and the holder irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company’ and the holder further agree that service of process upon a party mailed by party in any such suit or proceeding. Nothing herein shall affect the right of the Company or the holder hereof to serve process in any other manner permitted by law. The Company and the holder agree that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

11. MISCELLANEOUS.

(a) AMENDMENTS. This Warrant and any provision hereof may only amended by an instrument in writing signed by the Company and the holder hereof.

(b) DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof

(c) CASHLESS EXERCISE. Warrant’s can be exercised in part as forgiveness of the Convertible Debenture Agreement, without cash Notwithstanding anything to the contrary contained in this Warrant, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act. Any amount of the value of the warrant that exceeds the amount of the value of the Debenture pay off is due in cash. This Warrant may be exercised by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its

duly authorized officer.

FORM OF EXERCISE AGREEMENT

Dated: July 21 ^th 2016

To: Rxmm Health, Inc.

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase 50,000,000 shares of Common Stock covered by such Warrant, and makes payment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of, or, if the resale of such Common Stock by the undersigned is not currently registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, by surrender of securities issued by the Company (including a portion of the Warrant) having a market value (in the case of a portion of this Warrant, determined in accordance with Section 1 l(c) of the Warrant) equal to $ ____________. Please issue a certificate or certificates for such shares of Common Stock in the name of and pay any cash for any fractional share to:

Name: _______________________

Signature: __________________

Address: ____________________

____________________

Note: The above signature should correspond Exactly with the name on the face of the within Warrant, and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash.

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, to:

Name of Assignee                                            Address                                                     No of Shares

___________________________             ________________________          ___________

___________________________             _________________________

, and hereby irrevocably constitutes and appoints _______________________as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises.

Dated: ______ __,20____

In the presence of:

__________________

Name: __________________

Signature: __________________

Title of Signing Officer or Agent (if any):

Address: __________________

__________________

Note: The above signature should correspond exactly with the name on the face of the within Warrant.

EXHIBIT A

Strike Price and 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.

Unless the Warrant’s are called by the company, 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 0.08 the Company can call the .0.04 warrants. RxMM would then have 10 days to exercise these warrants. After exercise of all warrants below any 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.