Players Network Inc. (fka PNTV)

[Toxic Avenger]

For a stock that trades an average of $100k/day, that's a lot of dilution. And of course toxic notes are another $2 million plus at a large discount to the market price.

This is going to take quite a while to clear and since the number of shares increases with the falling PPS, it looks a lot like another toxic note, except these shares will need to be dumped as soon as they're issued. And just as all these shares are issued, the $1.1 million new toxic note becomes convertible.

6. In full and final settlement of the Claims, Defendant will issue and deliver to Plaintiff the sum of 13,298,837 shares of Common Stock (“ Initial Issuance ”) and reserve for the benefit of Plaintiff 39,896,511 shares of Common Stock, subject to the subsequent adjustments, issuances, returns, and ownership limitations set forth in this Stipulation. No later than the trading day after entry of the Order or any request by Plaintiff, time being of the essence, Defendant shall take and cause to be taken all action necessary to complete the transactions contemplated hereby, including, but not limited to: (a) deliver to Defendant’s transfer agent (i) a copy of the Order, (ii) an irrevocable and unconditional instruction, in form and substance acceptable to Plaintiff and the transfer agent, to reserve for and issue to Plaintiff all shares of Common Stock required by the Order, and (iii) opinions of Defendant’s counsel, in form and substance acceptable to Plaintiff and the transfer agent, that all shares of Common Stock to be issued pursuant to the Order (A) are legally issued, fully paid and non-assessable, (B) when issued in accordance with the Order will be unrestricted, freely tradable and exempted from the registration requirements under the Securities Act, and (C) may be issued without restrictive legend and immediately resold by Plaintiff without restriction; (b) issue the Initial Issuance, as a certificate bearing no restrictive legend, and immediately facilitate conversion into Direct Registration System (DRS) shares to Plaintiff’s balance account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of the Deposit/Withdrawal Agent Commission (DWAC) system, without any restriction on transfer or resale; and (c) execute and deliver all further instruments and documents as may be reasonably requested by Plaintiff. The issuance of a certificate alone shall not constitute completion of the Initial Issuance. The trading day after the Initial Issuance is complete and all shares have been received into Plaintiff’s account in electronic form and fully cleared for trading shall be referred to as the “ Issuance Date .”

7. Each of the following dates shall be referred to as a “Calculation Date”: Issuance Date; June 15, 2018; July 6, 2018; July 27, 2018; August 17, 2018; September 7, 2018 and September 28, 2018. The final number of shares of Common Stock to which Plaintiff will be entitled under the Order (“Final Amount”) will be sum of (a) one-seventh of the Claim Amount (b) divided by (i) 80% of the arithmetic average of the individual volume weighted average prices (“VWAP”) of any five trading days selected by Plaintiff during the ten trading days preceding each applicable Calculation Date (all as reported by the OTC Markets).


8. After the Issuance Date, and until the date that is 12 trading days following the last Calculation Date, Plaintiff may sell no more than an aggregate of $75,000 (net of trading commissions and expenses) of Defendant’s common stock every 12 trading days except that on any given day where Defendant’s common stock trades over $150,000, Plaintiff may trade up to an additional fifteen percent (15%) (net of trading commissions and expenses) of that day’s trading volume. Additionally, if at any time prior to the last Calculation Date the aggregate number of shares issued to Plaintiff are less than any reasonably possible Final Amount then Plaintiff may request that Defendant reserve and/or issue additional shares of Common Stock (each, an “ Additional Issuance ”) within one trading day, time being of the essence, and Defendant’s transfer agents, attorneys, officers and directors, including without limitation Mark Bradley and Geoffrey Lawrence, shall immediately take all actions necessary to do so. For each day after Plaintiff requests issuance that shares are not, for any reason, received into Plaintiff’s account in electronic form and fully cleared for trading, Plaintiff may trade up to an additional fifteen percent (15%) (net of trading commissions and expenses) of that day’s trading volume notwithstanding anything herein to the contrary (“Waiting Trades”) and Defendant shall additionally be responsible for payment of a penalty of $1,000.00 per day, payable to Plaintiff, until such delinquency is cured.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12810741/content/html#EX10-1_HTM