LPTV Loop Media Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 27, 2024

 

Loop Media, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		001-41508		47-3975872
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

2600 West Olive Avenue, Suite 54470 Burbank, CA		91505
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (213) 436-2100

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		LPTV		None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The Excel $3M Line of Credit Convertible Note

 

Effective November 27, 2024, Loop Media, Inc. (the “Company”) entered into a Non-Revolving Line of Credit Loan Agreement with Excel Family Partners, LLLP (“Excel”), an entity managed by Bruce Cassidy, Executive Chairman of our Board of Directors, for an aggregate principal amount of up to $3,000,000 (the “Excel $3.0M Line of Credit Loan Agreement”), evidenced by a Line of Credit Convertible Promissory Note (the “Excel $3.0M Line of Credit Convertible Note”).

 

The Excel $3.0M Line of Credit Convertible Note accrues interest at twenty percent (20%) per annum, and unless converted into the Company’s common stock, the entire principal amount of the Excel $3.0M Line of Credit Convertible Note, plus accrued and unpaid interest, will be due and payable by the Company on the date that is twelve (12) months after the issue date (the “Excel $3.0M Convertible Note Maturity Date”); provided, however, that the Excel $3.0M Convertible Note Maturity Date may be extended by an additional twelve (12) months at the Company’s request and upon written consent by the Excel, which consent shall not be unreasonably withheld.

 

Excel shall have the right, at any time, to convert all or any portion of the principal and interest due on the date of conversion into shares of the Company’s common stock at a conversion price that is seventy percent (70%) of the lowest volume-weighted average price of the common stock on any trading day during the ten (10) trading days prior to the respective conversion date; provided, however, that, for purposes of Section 13(d) of the Exchange Act, Excel and its affiliates may not beneficially own greater than 29.99% of the Company’s outstanding shares of common stock at any time, as set forth in the Excel $3.0M Line of Credit Convertible Note. The Company may prepay the Excel $3.0M Line of Credit Convertible Note at any time prior to the Excel $3.0M Convertible Note Maturity Date. The Excel $3.0M Line of Credit Convertible Note contains customary representations and warranties by the Company and provides for certain standard events of defaults.

 

The descriptions of the Excel $3.0M Line of Credit Loan Agreement and the Excel $3.0M Line of Credit Convertible Note are summaries and are qualified in their entirety by reference to the full texts of the Excel $3.0M Line of Credit Loan Agreement and the Excel $3.0M Line of Credit Convertible Note, which are incorporated by reference herein. Copies of the Excel $3.0M Line of Credit Loan Agreement and the Excel $3.0M Line of Credit Convertible Note are included herein as Exhibits 10.1 and 10.2, respectively.

 

Excel $2.5M Revolving Line of Credit Amendment

 

As previously reported, effective as of December 14, 2023, the Company entered into a Secured Revolving Line of Credit Loan Agreement with Excel for up to a principal sum of $2,500,000 (the “Excel $2.5M Revolving Line of Credit Loan Agreement”), under which we may pay down and re-borrow up to the maximum amount of the $2,500,000 limit (the “Excel $2.5M Revolving Line of Credit”). The Company’s drawdown on the Excel $2.5M Revolving Line of Credit is limited to no more than twenty-five percent (25%) of the last three full months’ revenue, not to exceed $1,250,000 in any quarter, and not to exceed in aggregate the outstanding debt amount of $2,500,000. The Excel $2.5M Revolving Line of Credit has been fully drawn upon, is a perpetual loan with a maturity date that is twelve (12) months from the date of formal notice of termination by Excel and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to ten percent (10%) per year. Under the Excel $2.5M Revolving Line of Credit Loan Agreement, the Company granted to Excel a security interest in all of its present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof.

 

 

Under the terms of the Excel $2.5M Revolving Line of Credit Loan Agreement, on December 14, 2023, the Company issued to Excel a warrant to purchase up to an aggregate of 3,125,000 shares of its common stock. The warrant has an exercise price of $0.80 per share, which was the closing price of the Company’s common stock on December 13, 2023, expires on December 14, 2026, and is exercisable at any time prior to such date, to the extent that after giving effect to such exercise, Excel and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 29.99% of the outstanding shares of the Company’s common stock.

 

On December 3, 2024, and effective retroactively to July 1, 2024, the Company entered into a Secured Revolving Line of Credit Loan Agreement Amendment (the “Excel $2.5M Line of Credit Amendment”) with Excel to extend the date on which the first payment of interest is due by one (1) year, from July 1, 2024, to July 1, 2025.

 

The description of the Excel $2.5M Line of Credit Amendment is a summary and is qualified in its entirety by reference to the full text of the Excel $2.5M Line of Credit Amendment, which is incorporated by reference herein. A copy of the Excel $2.5M Line of Credit Amendment is included herein as Exhibit 10.3.

 

Excel $1.0M Line of Credit Amendment

 

As previously disclosed, effective March 28, 2024, the Company entered into a Secured Non-Revolving Line of Credit Loan Agreement with Excel (the “Excel $1.0M Line of Credit Loan Agreement”), for the principal amount of up to one million dollars ($1,000,000) (the “Excel $1.0M Line of Credit”), evidenced by a Secured Non-Revolving Line of Credit Promissory Note, also effective as of March 28, 2024 (the “Excel $1.0M Note”). The Excel $1.0M Line of Credit has been fully drawn upon, originally matured one hundred eighty (180) days from the date of the Excel Secured Line of Credit Loan Agreement (the “Original Excel $1.0M Line of Credit Maturity Date”) and accrues interest, payable on the Original Excel $1.0M Line of Credit Maturity Date in arrears, at a fixed rate of interest equal to twelve percent (12%) per year. Under the Excel $1.0M Secured Line of Credit Loan Agreement, the Company granted to Excel a security interest in all of its present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof.

 

On December 3, 2024, and effective retroactively to September 24, 2024, the Company entered into a Secured Non-Revolving Line of Credit Loan Agreement Amendment with Excel (the “Excel $1.0M Line of Credit Amendment”) and issued to Excel an Amended and Restated Non-Revolving Line of Credit Promissory Note (the “Excel $1.0M Amended and Restated Note”) to extend the Original Excel $1.0M Line of Credit Maturity Date by twelve (12) months, from one hundred eighty (180) days from the date of the Excel $1.0M Secured Line of Credit Agreement to one hundred eighty (180) days plus twelve (12) months from the date of the Excel $1.0M Secured Line of Credit Agreement, or to September 24, 2025.

 

The descriptions of the Excel $1.0M Secured Line of Credit Amendment and the Excel $1.0M Amended and Restated Note are summaries and are qualified in their entirety by reference to the full texts of the Excel $1.0M Secured Line of Credit Amendment and the Excel $1.0M Amended and Restated Note, which are incorporated by reference herein. Copies of the Excel $1.0M Secured Line of Credit Amendment and the Excel $1.0M Amended and Restated Note are included herein as Exhibits 10.4 and 10.5, respectively.

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 with respect to the Excel $3.0M Line of Credit Loan Agreement, the Excel $3.0M Line of Credit Convertible Note, the Excel $2.5M Line of Credit Amendment, the Excel $1.0M Line of Credit Amendment and the Excel $1.0M Amended and Restated Note are incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Excel $3.0M Line of Credit Loan Agreement, effective November 27, 2024, by and between the Company and Excel
10.2		Excel $3.0M Line of Credit Convertible Note, effective November 27, 2024, executed by the Company in favor of Excel
10.3		Excel $2.5M Line of Credit Amendment, entered into on December 3, 2024, and effective retroactively to July 1, 2024, by and between the Company and Excel
10.4		Excel $1.0M Line of Credit Amendment, entered into on December 3, 2024, and effective retroactively to September 24, 2024, by and between the Company and Excel
10.5		Excel $1.0M Amended and Restated Note, effective retroactively to September 24, 2024, executed by the Company in favor of Excel
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

  

Date:	December 4, 2024	LOOP MEDIA, INC.
		By:	/s/ Justis Kao
			Justis Kao, Chief Executive Officer

 

 

 

Exhibit 10.1

 

NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT

 

by and between

 

LOOP MEDIA, INC.

 

and

 

LENDER

 

Dated as of November 27, 2024

 

(the “Effective Date”)

 

 

NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT

 

This Non-Revolving Line of Credit Loan Agreement (this “Agreement”) is dated as of November 27, 2024 (“Effective Date”), by and between LOOP MEDIA, INC., a Nevada corporation (“Borrower” or the “Company”) and Excel Family Partners, LLLP, a Florida limited liability limited partnership with a principal place of business at 103 Plaza Drive, Ste. B, St. Clairsville, OH 43950 (the “Lender” or “Holder”).

 

BACKGROUND

 

A. Borrower desires to establish with Lender, and Lender is willing to make loans to Borrower, as a non-revolving line of credit not to exceed the sum of THREE MILLION U.S. dollars ($3,000,000) in the aggregate, under the terms and provisions hereinafter set forth.

 

B. The parties are entering into this Agreement to define the terms and conditions of their relationship in writing.

 

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

 

SECTION I. DEFINITIONS AND INTERPRETATION

 

1.1. Terms Defined: As used in this Agreement, the following terms (in addition to terms defined elsewhere in this Agreement) have the following respective meanings:

 

Advance(s) – Any monies advanced or credit extended to Borrower by Lender under the Line of Credit.

 

Affiliate – With respect to any Person, (a) any Person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person, or (iii) any person described in clause (a) above.

 

Authorized Officer – Any officer (or comparable equivalent) of Borrower authorized by specific resolution of Borrower to request Advances.

 

Bankruptcy Code – Title 11 of the United States Code entitled “Bankruptcy,” as now or hereinafter in effect, or any successor statute.

 

Business Day – A day other than Saturday or Sunday when financial institutions are open for business in Florida.

 

Closing – November 27, 2024.

 

Contract Rate – A fixed rate of interest equal to twenty percent (20.0%) per annum.

 

Default - Any event, act, condition or occurrence which with notice, or lapse of time or both, would constitute an Event of Default hereunder.

 

Effective Date – The date set forth above.

 

 

Expenses – The meaning given such term in Section 8.6 hereof.

 

Governmental Authority - Any federal, state or local government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury, or arbitration.

 

Indebtedness - All indebtedness created, assumed or incurred in any manner by a Person representing money borrowed (including by the issuance of debt securities) and all guarantees of such Person in respect of any of the foregoing.

 

Legal Requirement – Collectively, any treaty, statute, law, common law, rule, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.

 

Line of Credit – the line of credit facility established pursuant to the terms of this Agreement, the Note and any other Loan Document.

 

Line of Credit Maturity Date – Twelve (12) months from the Effective Date”); provided, however, that the Line of Credit Maturity Date may be extended by an additional twelve (12) months at the request of the Company and upon written consent by the Holder, which consent shall not be unreasonably withheld.

 

Loans – Means the unpaid balance of Advances under the Line of Credit.

 

Loan Documents – Collectively, this Agreement, the Note, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time.

 

Material Adverse Effect - (a) A material adverse change in, or material adverse effect upon, the operations, business or condition (financial or otherwise) of Borrower, (b) a material impairment of the ability of Borrower to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document or the rights and remedies of the Lender thereunder.

 

Maximum Line of Credit Amount - The sum of THREE MILLION and 00/100 Dollars ($3,000,000).

 

Note – The Convertible Line of Credit Promissory Note, dated the date hereof, by Borrower in favor of Lender.

 

Obligations – All obligations of the Borrower to pay principal and interest on the Loans, all fees and charges payable hereunder, and all other payment obligations of the Borrower arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.

 

Person - An individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity.

 

 

Responsible Officer - Of any Person, any executive officer or Financial Officer of such Person and any other officer, general partner or managing member or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

 

U.S. Dollars” and “$” - The lawful currency of the United States of America.

 

1.2. Interpretation: The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. All references to time of day herein are references to Sarasota, Florida, time unless otherwise specifically provided.

 

SECTION II. THE LOAN

 

2.1. Line of Credit - Description:

 

a. Subject to the terms and conditions of this Agreement, Lender hereby establishes for the benefit of Borrower the Line of Credit, which shall include Advances extended by Lender to or for the benefit of Borrower from time to time hereunder. The aggregate principal amount of Advances, both outstanding and repaid, shall not exceed in the aggregate the Maximum Line of Credit Amount. Advances made and repaid may not be reborrowed.

 

b. If the aggregate principal amount of unpaid Advances at any time exceeds the Maximum Line of Credit Amount (such excess referred to as “Overadvance”), Borrower shall, within five (5) Business Days, repay the Overadvance in full.

 

c. At Closing, Borrower shall execute and deliver the Note to Lender for the Maximum Line of Credit Amount. The Note shall evidence Borrower’s unconditional obligation to repay Lender for all Advances made under the Line of Credit, with interest as herein provided. Each Advance under the Line of Credit shall be deemed evidenced by the Note, which is deemed incorporated herein by reference and made part hereof. The Note shall be in form and substance satisfactory to Lender.

 

d. The term of the Line of Credit shall expire on the Line of Credit Maturity Date. On such date, unless having been sooner accelerated by Lender pursuant to the terms hereof, all sums owing under the Line of Credit shall be due and payable in full, all without demand, notice, presentment or protest or further action of any kind, and as of and after such date Borrower shall not request and Lender shall not make any further Advances under the Line of Credit.

 

 

2.2. Advances and Payments:

 

a. Except to the extent otherwise set forth in this Agreement, all payments of principal and of interest on the Line of Credit, and all Expenses, fees, indemnification obligations and all other charges and any other Obligations of Borrower, shall be made to Lender at its office at the address noted with the Lender’s name on Exhibit A, or such other office or according to instructions as Lender may designate in writing, in United States dollars, in immediately available funds. Any payments received prior to 2:00 p.m. Eastern Time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. Eastern Time on any Business Day shall be deemed received on the immediately following Business Day. Interest shall accrue on receipt of Advances (a Business Day on which receipt of Advance is prior to 2:00 p.m. Eastern Time), including any Advances received prior to the Effective Date.

 

b. Advances which may be made by Lender from time to time under the Line of Credit shall be made available by crediting such proceeds to Borrower’s operating account at JP Morgan Chase New York, Account Number ___________, or as otherwise instructed by Borrower.

 

i. All Advances requested by Borrower under the Line of Credit must be in the minimum amount of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00) and integral multiples of Twenty Five Thousand and 00/100 Dollars ($25,000.00) in excess thereof.

 

ii. All Advances requested by Borrower under the Line of Credit are to be in writing pursuant to a written request (“Advance Request”) executed by an Authorized Officer in the form of Exhibit B attached hereto. .

 

iii. Requests for Advances must be requested by 11:00 a.m. Eastern Time, on the date such Advance is to be made. Upon receiving a request for an Advance in accordance with subparagraph (ii) above, Lender shall make the requested Advance available to Borrower on that same Business Day. In the event such request for an Advance is received after 11:00 a.m. Eastern Time on a Business Day, the Lender shall make the requested Advance available to Borrower as soon as practicable on the following Business Day (subject to the conditions set forth in this Agreement).

 

2.3. Interest:

 

a. The unpaid principal balance of Advances under the Line of Credit shall bear interest, subject to the terms hereof at a per annum rate equal to the Contract Rate.

 

b. Interest shall be due and payable in arrears on the Line of Credit Maturity Date.

 

 

2.4. Additional Interest Provisions:

 

a. Interest shall be calculated on the basis of a three hundred sixty (360) day year of twelve (12) months but charged for the actual number of days elapsed.

 

b. After the occurrence and during the continuance of an Event of Default hereunder (and after giving of any required notice and the expiration of any applicable cure period), the per annum effective rate of interest on all outstanding principal under the Loans, shall be increased by five hundred (500) basis points. All such increases may be applied retroactively to the date of the occurrence of such Event of Default. Borrower agrees that the default rate payable to Lender is a reasonable estimate of Lender’s damages and is not a penalty.

 

c. All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.

 

d. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

 

e. If any payment is more than five (5) Business Days late, Borrower agrees to pay Lender a late charge equal to five percent (5.0%) of such payment (“Late Fee”). The provisions of this Agreement establishing a Late Fee shall not be deemed to extend the time for any payment due or to constitute a “grace period” giving Borrower a right to cure such default.

 

2.5. Prepayments: Borrower may prepay the Line of Credit in whole or in part at any time or from time to time upon three (3) Business Days’ prior notice to Lender.

 

SECTION III. CONDITIONS PRECEDENT TO ADVANCES

 

3.1. Conditions for Advances: The making of Advances under the Line of Credit is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to Lender and its counsel):

 

a. This Agreement and each of the other Loan Documents shall be effective;

 

b. No event or condition shall have occurred or become known to Borrower, or would result from the making of any requested Advance, which could have a Material Adverse Effect;

 

c. No Default or Event of Default then exists or after giving effect to the making of the Advance would exist;

 

d. Each Advance is within and complies with the terms and conditions of this Agreement; and

 

e. Each representation and warranty set forth in Section 5 and any other Loan Document in effect at such time (as amended or modified from time to time) is then true and correct in all material respects as if made on and as of such date except to the extent such representations and warranties are made only as of a specific earlier date.

 

 

SECTION IV. [RESERVED]

 

SECTION V. REPRESENTATIONS AND WARRANTIES

 

To induce Lender to complete the Closing and make the initial Advances under the Line of Credit Loans to Borrower, Borrower warrants and represents to Lender that:

 

5.1. Organization and Qualification: Borrower is duly organized, validly existing, and in good standing as a corporation under the laws of the jurisdiction in which it is organized, has full and adequate power to own its property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect.

 

5.2. Authority and Validity of Obligations: Borrower has full right and authority to enter into this Agreement, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under any other Loan Documents executed by it. The Loan Documents delivered by Borrower have been duly authorized, executed, and delivered and constitute valid and binding obligations of Borrower enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

 

5.3. Use of Proceeds: The extensions of credit under and proceeds of the Line of Credit shall be used for general corporate purposes.

 

5.4. [Reserved]

 

5.5. Approvals: No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by Borrower of this Agreement, except for such approvals which have been obtained prior to the date of this Agreement and remain in full force and effect.

 

5.6. Authorization. All corporate action on the part of the Company, the Company’s board of directors and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken.

 

5.7. Solvency : After giving effect to the transactions contemplated hereby, Borrower is solvent, able to pay its debts as they become due, and has sufficient capital to carry on its business and all businesses in which it is about to engage.

 

5.8. No Default or Event of Default : No Default or Event of Default has occurred and is continuing.

 

 

SECTION VI. BORROWER’S COVENANTS

 

Borrower covenants that until all of the Obligations are paid and satisfied in full and the Line of Credit has been terminated, that:

 

6.1. Maintenance of Business: Borrower shall preserve and maintain its existence, and preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect.

 

6.2. [Reserved].

 

6.3. Taxes and Assessments: Borrower shall duly pay and discharge all taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor.

 

6.4. [Reserved].

 

6.5. [Reserved].

 

6.6. Compliance with Laws: Borrower shall comply in all respects with all Legal Requirements applicable to or pertaining to its business operations, where any non-compliance, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect upon its business operations.

 

6.7. Modification of Material Documents: Borrower shall not amend or modify its articles of incorporation, charter, partnership agreement, certificate of formation, by-laws, operating agreement, or other organizational documents in any way which could reasonably be expected to materially adversely affect the interests of the Lender.

 

SECTION VII. DEFAULT

 

7.1. Events of Default: Each of the following events shall constitute an event of default (“Event of Default”):

 

a. default in the payment when due of all or any part of the principal of or interest on any Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement) or other Obligation payable hereunder or under any other Loan Document and in respect of any interest payments, such default in payment is not cured within five (5) Business Days of such due date;

 

b. default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within twenty (20) days after written notice thereof is given to the Borrower by the Lender;

 

c. any representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Lender pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making or deemed making thereof;

 

d. any of the Loan Documents, or any material provision thereof, shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or Borrower takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder;

 

 

e. default shall occur under any other Indebtedness of Borrower to the Lender;

 

f. (i) any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed against Borrower in an aggregate amount for all such Persons in excess of $250,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days, or (ii) Borrower shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

 

g. Borrower shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code, as amended, which order is undismissed or unstayed for a period of sixty (60) days, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking to have entered against it an order for relief under the Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate or similar action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in this paragraph; or

 

h. a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for Borrower, or any substantial part of any of its property, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days.

 

7.2. Rights and Remedies on Default:

 

a. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Line of Credit.

 

b. In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default, Lender may, in its discretion, terminate the Line of Credit and declare the Obligations, immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 7.1 (g) or (h) shall automatically cause an acceleration of the Obligations).

 

 

7.3. Nature of Remedies: All rights and remedies granted Lender hereunder and under the Loan Documents, or otherwise available at law or in equity, shall be deemed concurrent and cumulative, and not alternative remedies, and Lender may proceed with any number of remedies at the same time until all Obligations are satisfied in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Lender, upon or at any time after the occurrence of an Event of Default, may proceed against Borrower, at any time, under any agreement, with any available remedy and in any order.

 

SECTION VIII. MISCELLANEOUS

 

8.1. Governing Law: THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA. THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

 

8.2. Integrated Agreement: The Note and this Agreement shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lender’s rights and remedies. If, after applying the foregoing, an inconsistency still exists, the provisions of this Agreement shall constitute an amendment thereto and shall control.

 

8.3. Waiver: No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Lender and then only to the extent specified.

 

8.4. Indemnity:

 

a. Borrower releases and shall indemnify, defend and hold harmless Lender and its Affiliates and their respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and Expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) Borrower’s breach or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, (iii) Borrower’s failure to comply with any Legal Requirement (including, without limitation, environmental laws, etc.), and (iv) any claim by any other creditor of Borrower against Lender or its Affiliates arising out of any transaction whether hereunder or in any way related to the Loan Documents and all costs, Expenses, fines, penalties or other damages resulting therefrom, unless resulting solely from acts or conduct of Lender or its Affiliates constituting willful misconduct or gross negligence as determined by a final, non-appealable order of a court of competent jurisdiction.

 

 

b. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action by a third party, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof. The omission so to notify the indemnifying party shall relieve the indemnifying party from any liability which it may have to any indemnified party under such subsection only if the indemnifying party is unable to defend such actions as a result of such failure to so notify. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnified party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other Expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

 

8.5. Time: Whenever Borrower shall be required to make any payment, or perform any act, on a day which is not a Business Day, such payment may be made, or such act may be performed, on the next succeeding Business Day. Time is of the essence in Borrower’s performance under all provisions of this Agreement and all related agreements and documents.

 

8.6. Expenses of Lender: At Closing and from time to time thereafter, Borrower will pay upon demand of Lender all reasonable costs, fees and expenses of Lender in connection with (i) the preparation, execution, administration, delivery and termination of this Agreement, and other Loan Documents and the documents and instruments referred to herein and therein, and any amendment, amendment and restatement, supplement, waiver or consent relating hereto or thereto, (ii) the enforcement of Lender’s rights hereunder, or the collection of any payments owing from, Borrower under this Agreement and/or the other Loan Documents or the protection, preservation or defense of the rights of Lender hereunder and under the other Loan Documents, and (iii) any refinancing or restructuring of the credit arrangements provided under this Agreement and other Loan Documents in the nature of a “work-out” or of any insolvency or bankruptcy proceedings, or otherwise (including the reasonable fees and disbursements of counsel for Lender and, with respect to clauses (ii) and (iii), reasonable allocated costs of internal counsel) (collectively, the “Expenses”);

 

8.7. Brokerage: This transaction was brought about and entered into by Lender and Borrower acting as principals and without any brokers, agents or finders being the effective procuring cause hereof.

 

8.8. Notices:

 

a. Loan Documents and notices under the Loan Documents may be transmitted and/or signed by facsimile or electronically, and by signatures delivered in “PDF” format by electronic mail or other electronic formats. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as an original copy with manual signatures and shall be binding on Borrower and Lender. Lender may also require that any such documents and signature delivered by facsimile or “PDF” format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile, electronic or “PDF” document or signature.

 

 

b. Any notices or consents required or permitted by this Agreement shall be in writing and shall be deemed given if delivered in person to the person listed below or if sent by electronic mail or by nationally recognized overnight courier, as follows, unless such address is changed by written notice hereunder:

 

If to Borrower to:

 

Loop Media, Inc.

2600 West Olive Avenue, Suite 5470

Burbank, CA 91505

 

Attention: Justis Kao (Interim CEO) (___________)

w/ a copy to Ari Olgun (Interim CFO) (___________) and to legal@loop.tv

 

If to Lender to:

 

Excel Family Partners, LLLP

103 Plaza Drive, Suite B

St. Clairsville, Ohio 43950

 

Attention: Bruce Cassidy, Manager (___________)

 

c. Any notice sent by Lender, or Borrower by any of the above methods shall be deemed to be given when so received.

 

d. Lender shall be fully entitled to rely upon any electronic transmission or other writing purported to be sent by any Authorized Officer (whether requesting an Advance or otherwise) as being genuine and authorized.

 

8.9. Headings: The headings of any paragraph or Section of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement.

 

8.10. Survival: All warranties, representations, and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by Lender, and shall survive the delivery to Lender of the Note, regardless of any investigation made by Lender or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of Lender shall constitute warranties and representations by Borrower hereunder. Except as otherwise expressly provided herein, all covenants made by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full. All indemnification obligations under this Agreement shall survive the termination of this Agreement and payment of the Obligations for a period of two (2) years.

 

8.11. Successors and Assigns: This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Except as otherwise agreed in writing, Borrower may not transfer, assign or delegate any of its duties or obligations hereunder and Lender shall not sell, assign or otherwise transfer any of its rights or obligations hereunder, or dispose of, realize, create any encumbrance over or enter into any agreement that will directly or indirectly constitute or be deemed as a disposal of any part of this Agreement.

 

 

8.12. Duplicate Originals: Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

 

8.13. Modification: No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower and Lender.

 

8.14. Signatories: Each individual signatory hereto represents and warrants that he is duly authorized to execute this Agreement on behalf of his principal and that he executes the Agreement in such capacity and not as a party.

 

8.15. Third Parties: No rights are intended to be created hereunder, or under any related agreements or documents for the benefit of any third party, creditor or incidental beneficiary of Borrower. Nothing contained in this Agreement shall be construed as a delegation to Lender of Borrower’s duty of performance, including, without limitation, Borrower’s duties under any account or contract with any other Person.

 

8.16. Consent to Jurisdiction: Borrower and Lender each hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Sarasota County, Florida in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. Borrower waives any objection which Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Borrower irrevocably agrees to service of process by certified mail, return receipt requested to the address of the appropriate party set forth herein.

 

8.17. Additional Documentation: Borrower shall execute and/or re-execute, and cause any other Person party to any Loan Document, to execute and/or re-execute and to deliver to Lender or Lender’s counsel, as may be deemed appropriate, any document or instrument signed in connection with this Agreement which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to the Closing, but which was not so signed and delivered. Borrower agrees to comply with any written request by Lender within ten (10) days after receipt by Borrower of such request.

 

8.18. Waiver of Jury Trial: BORROWER AND LENDER EACH HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.

 

8.19. Consequential Damages: Neither Lender nor agent or attorney of Lender, shall be liable for any special, punitive, incidental or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations.

 

[SIGNATURES TO FOLLOW ON SEPARATE PAGES]

 

 

WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

 

	BORROWER:
	LOOP MEDIA, INC.
	By:	/s/ Ari Olgun
	Name:	Ari Olgun
	Title:	Interim Chief Financial Officer
	EXCEL FAMILY PARTNERS, LLLP (Full Legal Name)
	By:	Fortress Holdings, LLC, its General Partner
	By:	/s/ Bruce A. Cassidy, Sr.
	Name:	Bruce A. Cassidy Sr.
	Title:	Manager
	Address:	Excel Family Partners, LLLP 103 Plaza Drive, Suite B St. Clairsville, Ohio 43950
	Email:

 

(Signature Page to Loan Agreement)

 

 

EXHIBIT A

 

LENDER’S CONTACT INFORMATION

 

LENDER ADDRESS

 

Excel Family Partners, LLLP

103 Plaza Drive, Suite B

St. Clairsville, Ohio 43950

 

Attention: Bruce Cassidy, Manager  

 

Email: ___________

 

 

EXHIBIT B

 

FORM OF LINE OF CREDIT ADVANCE REQUEST

 

LOOP MEDIA, INC. (“Borrower”)

 

To:	[NAME]
	(“Lender”)

 

Borrower hereby requests an Advance in the amount of $ [FULL AMOUNT] pursuant to Section 2.2 of that certain Non-Revolving Line of Credit Loan Agreement by and among Borrower and Lender dated as of November 27, 2024 (as amended, restated or otherwise modified from time to time, the “Loan Agreement”). The proposed date of the Advance is _[DATE]______, 2024.

 

Borrower hereby represents and warrants to Lender as follows:

 

	a.	There exists no Default or Event of Default under the Loan Agreement.
	b.	All representations, warranties and covenants made in the Loan Agreement are true and correct as of the date hereof.
	c.	The aggregate principal amount of all Advances outstanding under the Line of Credit (including those repaid) is $___________.

 

LOOP MEDIA, INC.

 

By:
Name:	Ari Olgun
Title:	Interim Chief Financial Officer
Date:

 

 

 

Exhibit 10.2

 

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

LINE OF CREDIT

CONVERTIBLE PROMISSORY NOTE

 

US $3,000,000	Date of Issuance
	November 27, 2024

 

FOR VALUE RECEIVED, Loop Media, Inc., a Nevada corporation (the “Company” or the “Borrower”), hereby promises to pay to Excel Family Partners, LLLP (with its permitted assigns, the “Holder” or the “Lender”), the aggregate of such amounts Lender has disbursed to the Borrower during the period from the date of issuance set forth above (the “Issue Date”) to the Maturity Date (defined below), up to the principal sum of three million US dollars (US $3,000,000.00) (the “Principal Amount” and such advances, the “Loan” or “Advances”), together with all accrued interest on the Principal Amount of all Advances made hereunder from the date such Advance was made, including any Advances made prior to the Issue Date, pursuant to the terms of this Line of Credit Convertible Promissory Note (the “Note”). This Note is issued as of the Issue Date. The Company further promises to pay interest on the outstanding Principal Amount from time to time in the manner and at the rates specified in Section 2 hereof. In no event shall this Note be construed to require payment of interest in an amount in excess of the maximum allowed by law, and if such payment is made by the Company, then such excess sum shall be credited by the Holder as a payment of principal. This Note evidences a commercial loan made for business purposes pursuant to that certain Non-Revolving Line of Credit Loan Agreement dated as of the Issue Date of this Note (the “Loan Agreement”). Capitalized terms used in this Note that are not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

 

This Note evidences the Loan incurred under the Loan Agreement to which reference is made for a statement of the terms and provisions thereof, including those under which such indebtedness may be declared to be immediately due and payable. This Note is entitled to the benefits of, inter alia, the Loan Agreement and the other Loan Documents.

 

1. Payment of Principal. Unless converted into common stock of the Company, par value $0.0001 per share (the “Common Stock”), the entire principal amount of this Note, plus accrued and unpaid Interest, will be due and payable by the Company on the date that is twelve (12) months after the Issue Date (the “Maturity Date”); provided, however, that the Maturity Date may be extended by an additional twelve (12) months at the request of the Company and upon written consent by the Holder, which consent shall not be unreasonably withheld. The Company shall have the privilege and option, in its sole and absolute discretion, without penalty or forfeiture, to pay the entire principal amount of this Note or any part thereof, together with accrued and unpaid Interest, at any time on or before the Maturity Date. All payments of principal and Interest (as defined in this Note) will be made in cash in lawful money of the United States of America paid and delivered, in immediately available funds, at the principal office of such Holder, or at such other place as such Holder may from time to time designate in writing to the Company.

 

 

2. Interest; Interest Rates. Until the Principal Amount is repaid in full, interest of twenty percent (20%) per annum shall accrue on the outstanding Principal Amount from and including the Issue Date (the “Interest”) and be paid to Holder in arrears in cash on the first business day of each calendar month, beginning on January 1, 2025. If any payment is more than five (5) Business Days late, Borrower agrees to pay Lender a late charge equal to five percent (5.0%) of such payment (“Late Fee”). The provisions of this Note establishing a Late Fee shall not be deemed to extend the time for any payment due or to constitute a “grace period” giving Borrower a right to cure such default. If any payment becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day. All Interest will be computed on the basis of a 360-day year of twelve (12) 30-day months but charged for the actual number of days elapsed. Interest hereunder will be paid to the Holder or its permitted assignee in whose name this Note is registered on the records of the Company. After the Maturity Date or due date on this Note (whether at the stated maturity, by acceleration, or otherwise), interest shall be charged on the respective principal amount remaining unpaid at a rate specified in the Loan Agreement, until paid.

 

3. Certain Events.

 

3.1 Definitions.

 

(a) “Amount Due” means, at any date of determination, the sum of the outstanding Principal Amount plus all accrued and unpaid Interest thereon.

 

(b) “Change of Control” means any of the following events or series of related events: (i) the sale, lease, exchange, license or other transfer of all or substantially all of the Company’s assets (determined on a consolidated basis) to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the transfer, directly or indirectly, to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the fully diluted equity interests in the Company (but excluding for the purposes of the calculation of the fully diluted equity interests in the Company, any Common Stock that would be issued on conversion of the Note (the “Conversion Shares”)); or (iii) any merger, or other similar transaction to which the Company is a party as a result of which the shareholders of the Company immediately prior to such transaction beneficially own less than 50% of the aggregate voting power of the fully diluted equity interests in the surviving Person (or, if the Common Stock is exchanged for or otherwise converted into common equity of another Person in such transaction, the successor company) (but excluding for the purposes of the calculation of the fully diluted equity interests in the Company, any Common Stock that would be issued on conversion of the then outstanding Principal Amount of issued Note and any accrued and unpaid Interest thereon). Notwithstanding the foregoing, a bona fide equity financing transaction in which the Company is the surviving corporation and the proceeds of such transaction are to be used to repurchase or redeem capital stock of the Company shall not be deemed to be a Change of Control.

 

 

(c) “Change of Control Effective Date” means the date on which a Change of Control occurs.

 

(d) “Change of Control Notice” means a notice from the Company to the Holder stating: (i) that a Change of Control is anticipated to occur and that describes the material financial terms of such Change of Control; and (ii) the anticipated Change of Control Effective Date with respect to such Change of Control.

 

3.2 Conversion Option. The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of the Amount Due into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below); provided, however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to this Section 3.2, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Conversion Notice, the Holder (together with the Holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 29.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Conversion Price” shall mean seventy percent (70%) of the lowest VWAP (as defined below) on any Trading Day (as defined below) during the ten (10) Trading Days prior to the respective Conversion Date (as defined below). “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on a Principal Market. “Principal Market” shall mean the principal securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets. “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg or other similar quotation service designed by the Company. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

 

 

3.3 Change of Control Options. Upon a Change of Control, the Holder shall have the option to convert all or any portion of the Amount Due into Conversion Shares as provided herein. The Company shall deliver to the Holder a Change of Control Notice no less than thirty (30) days prior to any anticipated Change of Control Effective Date. The Holder will be required to make any applicable election (a “Change of Control Election”) with respect to the Note in writing by notice to the Company no later than the tenth (10th) day after delivery of the applicable Change of Control Notice (the “Change of Control Election Deadline”), and specify the amount elected to be converted by the Holder (the “Change of Control Conversion Amount”). Following delivery of such Change of Control Notice, the Company shall provide the Holder with such information regarding the terms of such Change of Control as they may reasonably request, subject to any restrictions on the Company pursuant to any applicable confidentiality agreement. Any such election to convert the Note in connection with a Change of Control shall be irrevocable once delivered to the Company. If the Holder timely delivers a Change of Control Election, the Change of Control Conversion Amount shall automatically convert immediately prior to the Change of Control Effective Date into an amount of Conversion Shares equal to 1.15 times the result of (x) the Change of Control Conversion Amount divided by (y) the Conversion Price in effect on the last Trading Day immediately preceding the Change of Control Election Deadline. Any remaining portion of the Amount Due that the Holder does not elect to convert pursuant to this Section 3.3 shall be paid in cash by the Company at the closing of the Change of Control.

 

3.4 Mechanics of Conversion.

 

(a) Notice. To exercise Holder’s conversion rights set forth in Section 3.2 above: (i) the Holder shall transmit by electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. PST, on the applicable conversion date (each a “Conversion Date”), a copy of an executed notice of conversion setting forth the portion of the Amount Due that the Holder desires to convert (the “Conversion Notice”) to the Company; and (ii) the Holder shall surrender this Note to a reputable common carrier for delivery to the Company (or shall provide an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction) on or prior to the Conversion Date.

 

(b) No Fractional Shares. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which a Holder would otherwise be entitled, the Company will pay to such Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share.

 

(c) Release of Company. Upon full or partial conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to the Amount Due being converted including, without limitation, the obligation to pay such portion of the Amount Due.

 

(d) Delivery of Shares. Within ten (10) business days after each Conversion Date, the Company (at its expense) will instruct its transfer agent to deliver the Common Stock specified in the Conversion Notice to the Holder.

 

 

3.5 Impairment. The Company will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, conversion, 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 hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and this Note in the taking of all such action as may be necessary or appropriate in order to protect the conversion right against impairment.

 

4. Voting Rights. The Holder shall have no shareholder voting rights as the holder of this Note.

 

5. Default. Borrower shall be in default under this Note upon the occurrence of an Event of Default under the Loan Agreement. If there shall be any Event of Default hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company, this Note shall accelerate, and all principal and Interest accrued hereon shall become due and payable

 

6. Miscellaneous.

 

6.1 Transfers; Successors and Assigns. This Note may not be offered, encumbered, sold, assigned or transferred by the Holder without the prior written consent of the Company. Any offer, sale, assignment or other transfer of this Note is also subject to the restrictive legends on this Note. The terms and conditions of this Note will inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties; provided, however, that the Company may not assign its obligations under this Note without the written consent of the Holder.

 

6.2 Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any action brought by either party against the other concerning the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the State of Florida or federal courts located in the State of Florida. The Company and Holder hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute (including actions by the Holder to enforce the terms of this Note) brought in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

 

6.3 Counterparts. This Note may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

 

6.4 Titles and Subtitles. The titles and subtitles used in this Note are included for convenience only and are not to be considered in construing or interpreting this Note.

 

6.5 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be transmitted by e-mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective upon delivery by e-mail, with accurate confirmation generated by the transmitting machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received). The addresses for such communications shall be:

 

If to the Company, to:

 

LOOP MEDIA, INC.

2600 West Olive Avenue, PMB 54470

Burbank, CA 91505

Email: _______________

 

If to the Holder:

 

EXCEL FAMILY PARTNERS, LLLP

103 Plaza Drive, Suite B

St. Clairsville, Ohio 43950

Attention: Bruce Cassidy, Manager (_______________)

Copy to: Denise Penz (_______________)

 

6.6 Entire Agreement; Amendments and Waivers. This Note and the Loan Agreement constitute the full and entire understanding and agreement between the parties with regard to the subject hereof. Any term of this Note may be amended, and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holder. Any waiver or amendment effected in accordance with this Section 6.6 will be binding upon the Company, the Holder, and each future holder of the Note.

 

6.7 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions will be excluded from this Note and the balance of this Note will be interpreted as if such provisions were so excluded and this Note will be enforceable in accordance with its terms.

 

6.8 Further Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional information as may reasonably be required to carry out the terms of this Note and any agreements executed in connection herewith.

 

 

6.9 Officers and Directors not Liable. In no event will any officer or director of the Company be liable for any amounts due and payable pursuant to this Note.

 

6.10 Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor.

 

6.11 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE, THE CONVERSION SHARES, OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO, AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

 

6.12 Enforceability. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion of this Note, when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances (if permissible under applicable state and federal securities laws) and issued in compliance with all applicable state and federal securities laws.

 

[SIGNATURE PAGES FOLLOW]

 

 

In witness whereof, the undersigned have executed this Note as of the Issue Date.

 

 

COMPANY:
LOOP MEDIA, INC.
By:	/s/ Ari Olgun
	Name: Ari Olgun
	Title: Interim Chief Financial Officer

 

HOLDER:
EXCEL FAMILY PARTNRS, LLLP
By:	Fortress Holdings, LLC, its General Partner

 

By:	/s/ Bruce A. Cassidy Sr.
Name:	Bruce A. Cassidy Sr.
Title:	Manager

 

 

 

Exhibit 10.3

 

SECURED REVOLVING LINE OF CREDIT

LOAN AGREEMENT AMENDMENT

 

This Secured Revolving Line of Credit Line Loan Agreement Amendment (the “Amendment”) is made and entered into as of the latest date noted on the signature lines below, and is made effective retroactively as of July 1, 2024 (the “Amendment Effective Date”), and amends that certain Secured Revolving Line of Credit Loan Agreement (the “Agreement”), with an effective date of December 14, 2023, between Loop Media, Inc., a Nevada corporation (the “Borrower”) and Excel Family Partners, LLLP (the “Lender”). Each of the Borrower and Lender is a “Party” to this Amendment and together are “Parties.” Terms used herein but not otherwise defined herein have the meaning given to such terms in the Agreement.

 

WHEREAS, the Parties have agreed that the Agreement should be amended to extend the date on which the first payment of interest is due by one (1) year, from July 1, 2024, to July 1, 2025.

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Borrower and the Lender agree as follows:

 

1. Extension of Line of Credit Maturity Date.

 

Section II – The Loan – 2.3(b)(ii) Interest in the Agreement is hereby removed and replaced in its entirety by the following:

 

Interest:

 

b.

Interest shall be due and payable semi-annually in arrears, as follows:

 

	i.	The first payment will be made on July 1, 2025;
	ii.	all future payments will be made thereafter every six months on January 1 and July 1 of each year and on the Line of Credit Maturity Date.

 

2. Miscellaneous.

 

	(a)	Governing Law. This Amendment will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.
	(b)	Counterparts. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
	(c)	Entire Agreement. This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subject therein and herein. Except as amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of each of the Agreement, as amended hereby. In the event of any inconsistency between this Amendment and the Agreement, the provisions of this Amendment will control.

 

[SIGNATURE PAGES FOLLOW]

 

 

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the Amendment Effective Date.

 

BORROWER:
LOOP MEDIA, INC.
By:	/s/ Ari Olgun
Name:	Ari Olgun
Title:	Interim Chief Financial Officer
Date:	December 3, 2024

 

LENDER:
EXCEL FAMILY PARTNERS, LLLP
(Full Legal Name)
By:	Fortress Holdings, LLC, its General Partner

 

By:	/s/ Bruce A. Cassidy, Sr.
Name:	Bruce A. Cassidy, Sr.
Title:	Manager
Date:	December 3, 2024

 

Address:	Excel Family Partners, LLLP
	103 Plaza Drive, Suite B
	St. Clairsville, Ohio 43950
Email:

 

(Signature page to Secured Revolving Line of Credit Loan Agreement Amendment)

 

 

 

Exhibit 10.4

 

SECURED NON-REVOLVING LINE OF CREDIT

LOAN AGREEMENT AMENDMENT

 

This Secured Non-Revolving Line of Credit Loan Agreement Amendment (the “Amendment”) is made and entered into as of the latest date noted on the signature lines below, but is made effective retroactively as of September 24, 2024 (the “Amendment Effective Date”), and amends that certain Secured Non-Revolving Line of Credit Loan Agreement (the “Agreement”), with an effective date of March 28, 2024, between Loop Media, Inc., a Nevada corporation (the “Borrower”) and Excel Family Partners, LLLP (the “Lender”). Each of the Borrower and Lender is a “Party” to this Amendment and together are “Parties.” Terms used herein but not otherwise defined herein have the meaning given to such terms in the Agreement.

 

WHEREAS, the Parties have agreed that the Agreement should be amended to extend the Line of Credit Maturity Date by twelve (12) months, from one hundred eighty (180) days from the Effective Date of the Agreement to one hundred eighty (180) days plus twelve (12) months from the Effective Date of the Agreement, or to September 24, 2025.

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Borrower and the Lender agree as follows:

 

1.	Extension of Line of Credit Maturity Date.

 

Section I – Definitions and Interpretation – 1.1 Terms Defined – “Line of Credit Maturity Date” in the Agreement is hereby removed and replaced in its entirety by the following:

 

“Line of Credit Maturity Date – One hundred eighty (180) days plus twelve (12) months from the Effective Date, or September 24, 2025.”

 

2.	Miscellaneous.

 

(a)

Governing Law. This Amendment will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.

 

(b)

Counterparts. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

(c)

Entire Agreement. This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subject therein and herein. Except as amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of each of the Agreement, as amended hereby. In the event of any inconsistency between this Amendment and the Agreement, the provisions of this Amendment will control.

 

[SIGNATURE PAGES FOLLOW]

 

 

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the Amendment Effective Date.

 

BORROWER:
LOOP MEDIA, INC.
By:	/s/ Ari Olgun
Name:	Ari Olgun
Title:	Interim Chief Financial Officer
Date:	December 3, 2024

 

LENDER:
EXCEL FAMILY PARTNERS, LLLP
(Full Legal Name)
By:	Fortress Holdings, LLC, its General Partner

 

By:	/s/ Bruce A. Cassidy, Sr.
Name:	Bruce A. Cassidy, Sr.
Title:	Manager
Date:	December 3, 2024

 

Address:	Excel Family Partners, LLLP
	103 Plaza Drive, Suite B
	St. Clairsville, Ohio 43950
Email:

 

(Signature page to Secured Non-Revolving Line of Credit Loan Agreement Amendment)

 

 

 

Exhibit 10.5

 

AMENDED AND RESTATED

SECURED NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE

 

$1,000,000.00

September 24, 2024

 

THIS AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE (this “Note”) is effective as of September 24, 2024, and is issued by Loop Media, Inc., a Nevada corporation (the “Borrower”) to Excel Family Partners, LLLP (the “Lender”).

 

WHEREAS, on March 28, 2024, Borrower and Lender entered into that certain Secured Non-Revolving Line of Credit Loan Agreement (the “Agreement”) in which Lender agreed to make loans to Borrower, as a non-revolving line of credit not to exceed the sum of one million $1,000,000 in the aggregate (the “Loan”), which Loan is evidenced by that certain Secured Non-Revolving Line of Credit Promissory Note dated March 28, 2024 (the “Original Note”), in the aggregate principal amount of up to one million $1,000,000;

 

WHEREAS, as of the date hereof, Borrower and Lender have entered into that certain Secured Non-Revolving Line of Credit Agreement Amendment (the “Amendment”) to extend the Line of Credit Maturity Date of the Agreement by twelve (12) months, from one hundred eighty (180) days from the Effective Date of the Agreement to one hundred eighty (180) days plus twelve (12) months from the Effective Date of the Agreement, or to September 24, 2025 (the “Extended Maturity Date”);

 

WHEREAS, Borrower and Lender desire to amend and restate the Original Note in order to reflect the Extended Maturity Date, and, accordingly, Borrower has agreed to execute and deliver this Note;

 

NOW, THEREFORE, in consideration of the premises, the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows, effective as of the date first above written:

 

1. The Maturity Date of this Note shall be one hundred eighty (180) days plus twelve (12) months from the Effective Date of the Original Note, or to September 24, 2025.

 

2. This Note does not extinguish the outstanding indebtedness evidenced by the Original Note and is not intended to be a substitution or novation of the original indebtedness or instruments evidencing the same, all of which shall continue in full force and effect except as specifically amended and restated hereby.

 

3. This Note completely amends and replaces the Original Note and the Original Note shall have no further force or effect whatsoever.

 

4. The Original Note is hereby amended, restated and replaced in its entirety by this Note to read as follows:

 

FOR VALUE RECEIVED, Loop Media, Inc., a Nevada corporation (“Borrower”), promises to pay to the Excel Family Partners, LLLP, a Florida limited liability limited partnership with a principal place of business at 103 Plaza Drive, Ste. B, St. Clairsville, OH 43950 (the “Lender”), the aggregate of such amounts Lender has disbursed to Borrower during the period from the date first set forth above to the Maturity Date (defined below), up to ONE MILLION AND 00/100 DOLLARS ($1,000,000.00), in lawful money of the United States of America (the “Loan” or the “Advances”), together with all accrued interest on the principal amount of all Advances made hereunder from the date such Advance was made, including any Advances made prior to the date first set above, at a rate specified in that certain Secured Non-Revolving Line of Credit Loan Agreement between the Lender and Borrower dated the same date as this Note (“Loan Agreement”). Capitalized terms used in this Secured Non-Revolving Line of Credit Promissory Note (this “Note”) that are not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

 

 

This Note evidences the Loan incurred under the Loan Agreement to which reference is made for a statement of the terms and provisions thereof, including those under which such indebtedness may be declared to be immediately due and payable. This Note is entitled to the benefits of, inter alia, the Loan Agreement and the other Loan Documents.

 

On the Maturity Date, the then outstanding principal balance of the Loan, all accrued and unpaid interest, and any other amounts owed by Borrower to Lender pursuant to the Loan Agreement and other Loan Documents shall be due and payable in full. All payments made under this Note to Lender (collectively, a “Payment”) shall be made payable to Lender by wire transfer or corporate check at the address provided next to its signature below. Payments to Lender shall be made payable to Lender according to the Payment instructions set forth in Scheduled A attached hereto.

 

For purposes of this Note, the maturity date shall be one hundred eighty (180) days plus twelve (12) months from the Effective Date of this Note, or to September 24, 2025 (the “Maturity Date”).

 

After the Maturity Date or due date on this Note (whether at the stated maturity, by acceleration, or otherwise), interest shall be charged on the respective principal amount remaining unpaid at a rate specified in the Loan Agreement, until paid.

 

Notwithstanding the foregoing, however, in no event shall the interest charged exceed the maximum rate of interest allowed by applicable law, as amended from time to time. Lender does not intend to charge any amount of interest, monthly renewal fee or other fees or charges in the nature of interest that exceeds the maximum rate allowed by applicable law. If any payment of interest or in the nature of interest hereunder would cause the foregoing interest rate limitation to be exceeded, then such excess payment shall be credited as a payment of principal.

 

If any Payment is more than five (5) Business Days late, Borrower agrees to pay Lender a late charge equal to five percent (5.0%) of such Payment (“Late Fee”). The provisions of this Note establishing a Late Fee shall not be deemed to extend the time for any Payment due or to constitute a “grace period” giving Borrower a right to cure such default.

 

If any Payment becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day.

 

Unless otherwise specified herein, a Payment shall be applied by Lender first to interest and lawful charges then accrued, and then to principal, unless otherwise determined by Lender in its discretion.

 

 

Borrower will have the right to prepay the Loan, in whole or in part, at any time upon three (3) Business Days’ prior notice to Lender.

 

Borrower shall be in default under this Note upon the occurrence of an Event of Default under the Loan Agreement.

 

The indebtedness evidenced by this Note is subordinate and junior in right of payment to the indebtedness evidenced by that certain Loan and Security Agreement dated as of July 29, 2022, by and between the Borrower, GemCap Solutions, LLC, as successor and assign to Industrial Funding Group, Inc. (as may be amended, restated, supplemented or otherwise modified from time to time, the “GemCap LSA”), as more particularly described in that certain Subordination Agreement dated on or about the date hereof, between Lender, GemCap Solutions, LLC and Borrower. For the avoidance of doubt, the indebtedness evidenced by this Note shall continue to be subordinated to obligations evidenced by the GemCap LSA (the “Senior Debt”) even if the Senior Debt is deemed unsecured, under-secured, subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law. GemCap shall have third-party beneficiary rights to enforce the provisions of this paragraph.

 

Lender shall have, in addition to the rights and remedies contained in this Note and any other related documents, all of the rights and remedies of a creditor, now or hereafter available at law or in equity and under the Loan Agreement. Lender may, at its option, exercise any one or more of such rights and remedies individually, partially, or in any combination from time to time, including, to the extent applicable, before the occurrence of an event of default. No right, power, or remedy conferred upon Lender by the related documents shall be exclusive of any other right, power, or remedy referred to therein or now or hereafter available at law or in equity.

 

Without limiting the generality of the foregoing, if a default shall occur then Lender may declare the indebtedness owed to Lender by Borrower hereunder and any or all of any other indebtedness owed by Borrower to Lender, whether direct or indirect, contingent or certain, to be accelerated and due and payable at once, whereupon such indebtedness, together with interest thereon, shall forthwith become due and payable, all without presentment, demand, protest, or other notice of any kind from Lender, all of which are hereby expressly waived; and Lender may proceed to do other all things provided by law, equity, or contract to enforce its rights under such indebtedness and to collect all amounts owing to Lender.

 

All parties liable for any Payment agree to pay or reimburse Lender for all of its costs and expenses incurred in connection with the administration, supervision, collection, or enforcement of, or the preservation of any rights under, this Note or the obligation evidenced hereby, including without limitation, the fees and disbursements of counsel for Lender including attorneys’ fees out of court, in trial, on appeal, in bankruptcy proceedings, or otherwise. All parties liable for any Payment agree to promptly pay, indemnify, and reimburse Lender for, and hold Lender harmless against any liability for, any and all documentary stamp taxes, nonrecurring intangible taxes, or other taxes, together with any interest, penalties, or other liabilities in connection therewith, that Lender now or hereafter determines are payable with respect to this Note or the obligations evidenced by this Note. The foregoing obligations shall survive Payment of this Note.

 

All notices, requests, and demands to or upon the parties hereto, shall be deemed to have been given or made when delivered by hand, or when deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the address provided next to the signatures below or such other address as may be hereafter designated in writing by one party to the other.

 

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, excluding those laws relating to the resolution of conflicts between laws of different jurisdictions.

 

 

In any litigation in connection with or to enforce this Note, any endorsement or guaranty of this Note, or any of the other related documents, Borrower irrevocably consents to and confers personal jurisdiction the state and federal courts located within Sarasota County, Florida, expressly waives any objections as to venue in any of such courts, and agrees that service of process may be made on Borrower by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to its address set forth herein (or otherwise expressly provided in writing). Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available by applicable law.

 

In the event that any one or more of the provisions of this Note is determined to be invalid, illegal, or unenforceable in any respect as to one or more of the parties, all remaining provisions nevertheless shall remain effective and binding on the parties thereto and the validity, legality, and enforceability thereof shall not be affected or impaired thereby. If any such provision is held to be illegal, invalid, or unenforceable, there will be deemed added in lieu thereof a provision as similar in terms to such provision as is possible, that is legal, valid, and enforceable. To the extent permitted by applicable law, Borrower hereby waives any law that renders any such provision invalid, illegal, or unenforceable in any respect.

 

The singular shall include the plural and any gender shall be applicable to all genders when the context permits or implies

 

No delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy and no single or partial exercise of any right or remedy shall preclude any other or further exercise of that or any other right or remedy. Presentment, demand, notice of nonpayment, notice of protest, protest, notice of dishonor and all other notices are hereby waived by Borrower.

 

This Note may not be modified or amended nor shall any provision of it be waived except by a written instrument signed by the party against whom such action is to be enforced.

 

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Borrower may not transfer, assign or delegate any of its duties or obligations hereunder and Lender shall not assign or otherwise transfer any of its rights or obligations hereunder without the consent of Borrower. In the event Lender transfers or assigns its obligations hereunder, Lender shall be relieved of all liability therefor.

 

Time is of the essence in the performance of this Note.

 

This Note is entitled to the benefit of all of the provisions of the Loan Agreement.

 

Borrower and Lender (by its acceptance hereof) hereby knowingly, irrevocably, voluntarily, and intentionally waive any right to a trial by jury in respect of any litigation based on this Note or any other document executed in connection with this Note or arising out of, under, or in connection therewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of any party. This provision is a material inducement for Lender to enter into the transaction evidenced hereby.

 

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

 

 

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.

 

BORROWER:
Loop Media Inc., a Nevada corporation
By:	/s/ Ari Olgun
Name:	Ari Olgun
Title:	Interim Chief Financial Officer

 

Address:
2600 West Olive Avenue, Suite 5470
Burbank, CA 91505
Email Address: ari@loop.tv

 

 

SCHEDULE A

 

Lender’s Payment Instructions

 

LENDER		PAYMENT INSTRUCTIONS
Excel Family Partners, LLLP 103 Plaza Drive, Suite B St. Clairsville, Ohio 43950   Attention: Bruce Cassidy, Manager Email: __________________		As provided to Borrower from time to time.

 

 

v3.24.3

Cover	Nov. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
Entity File Number	001-41508
Entity Registrant Name	Loop Media, Inc.
Entity Central Index Key	0001643988
Entity Tax Identification Number	47-3975872
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2600 West Olive Avenue
Entity Address, Address Line Two	Suite 54470
Entity Address, City or Town	Burbank
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91505
City Area Code	(213)
Local Phone Number	436-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	LPTV
Entity Emerging Growth Company	false

---