SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2024, between Loop Media, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT loop media, inc.Security Agreement • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Loop Media, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2018 • Interlink Plus, Inc. • Services-help supply services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2018, by and between Interink Plus, Inc., a Nevada corporation, with its address at 4952 S Rainbow Blvd, Suite 326, Las Vegas, NV 89118 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT loop media, inc.Pre-Funded Common Stock Purchase Warrant • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Loop Media, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT loop media, inc.Securities Agreement • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 3, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 31, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Loop Media, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Placement Agency Agreement, by and between the Company and Roth Capital Partners, LLC, dated as of May 31, 2024 (the “Placement Agency Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services • New York
LOOP MEDIA, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • May 15th, 2023 • Loop Media, Inc. • Services-help supply services • New York
LOOP MEDIA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2022 • Loop Media, Inc. • Services-help supply services • New York
Loop Media, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter” or “Roth Capital”), an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to Roth Capital, upon the terms and conditions set forth in Section 4 hereof, up to an additional [•] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2015 • Interlink Plus, Inc. • Nevada
THIS AGREEMENT (The “Agreement”), dated as of July 11, 2015, by and between Interlink Plus, Inc., a Nevada corporation (the “Company”), and Zixiao Chen, a Nevada Corporation (the “Consultant”);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2024 • Loop Media, Inc. • Services-help supply services • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2024, by and between LOOP MEDIA, INC., a Nevada corporation, with its address at 2600 West Olive Avenue, Suite 5470, Burbank, CA 91505 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Lender”).
SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENTSubordinated Business Loan and Security Agreement • October 18th, 2024 • Loop Media, Inc. • Services-help supply services • Virginia
THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of October 14, 2024 (the “Effective Date”), among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”), and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and LOOP MEDIA, INC, A Domestic Nevada Corporation (“Parent”), and its subsidiary, RETAIL MEDIA TV, INC., A Domestic Nevada Corporation (together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly and severally, “Borrower”), and provides the terms on which the Lender
LOOP MEDIA, INC. COMMON STOCK WARRANTWarrant Agreement • May 15th, 2023 • Loop Media, Inc. • Services-help supply services • Nevada
This certifies that [LENDER NAME] ("Investor"), or any party to whom this Common Stock Warrant (this "Warrant") is assigned in compliance with the terms hereof (Investor and any such assignee being hereinafter sometimes referenced as "Holder"), is entitled to subscribe for and purchase the number of shares of fully paid and nonassessable Warrant Stock (as such term is described below) of Loop Media, Inc., a Nevada corporation (the "Company"), that has an aggregate purchase price equal to the Aggregate Exercise Price (as defined below). The purchase price of each such share of Warrant Stock shall be equal to the Warrant Exercise Price (as defined below). This Warrant may be exercised during the period commencing upon the date first written above and ending on May 10, 2026.
LOOP MEDIA, INC., as Issuer and [●], as Trustee INDENTURE Dated as of [●] Senior Debt SecuritiesIndenture • December 22nd, 2022 • Loop Media, Inc. • Services-help supply services • New York
THIS INDENTURE, dated as of , between LOOP MEDIA, INC., a corporation organized under the laws of Nevada (the “Issuer”) and ●, a ● corporation, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2021 • Loop Media, Inc. • Services-help supply services • California
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto, by and between Loop Media, Inc., a Nevada corporation (the "Company"), and Neil Watanabe (hereinafter, the "Executive").
SECURED NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT by and between LOOP MEDIA, INC. and LENDER Dated as of March 28, 2024 SECURED NON-REVOLVING LINE OF CREDIT LOAN AGREEMENTSecured Non-Revolving Line of Credit Loan Agreement • April 3rd, 2024 • Loop Media, Inc. • Services-help supply services • Florida
This Secured Non-Revolving Line of Credit Loan Agreement (this "Agreement") is dated as of March 28, 2024 (“Effective Date”), by and between LOOP MEDIA, INC., a Nevada corporation ("Borrower") and Excel Family Partners, LLLP, a Florida limited liability limited partnership with a principal place of business at ____________________ (the “Lender”).
March 17, 2024Employment Agreement • March 19th, 2024 • Loop Media, Inc. • Services-help supply services
Loop Media, Inc. (the “Company”) is pleased to offer you continued employment on the terms set forth in this letter agreement (the “Agreement”). These terms are effective on March 17, 2024 (the “Effective Date”). This Agreement is intended to supersede and replace all prior employment agreements between you and the Company, including the terms set forth in your 2021 Employment Agreement.
LOOP MEDIA, INC. AMENDED AND RESTATED COMMON STOCK WARRANTWarrant Agreement • March 1st, 2022 • Loop Media, Inc. • Services-help supply services • California
This certifies that [ ] (the "Investor"), or any party to whom this Common Stock Warrant (this "Warrant") is assigned in compliance with the terms hereof (Investor and any such assignee being hereinafter sometimes referenced as "Holder"), is entitled to subscribe for and purchase the number of shares of fully paid and nonassessable Warrant Stock (as such term is described below) of Loop Media, Inc., a Nevada corporation (the "Company"), that has an aggregate purchase price equal to the Aggregate Exercise Price (as defined below). The purchase price of each such share of Warrant Stock shall be equal to the Warrant Exercise Price (as defined below). This Warrant may be exercised during the period commencing upon the date first written above and ending on the earliest of: (a) 5:00 p.m., Pacific Time on March 11, 2030; or (b) a Change of Control (as defined below).
NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT by and between LOOP MEDIA, INC. and RAT Investment Holdings, LP Dated as of May 13, 2022 NON-REVOLVING LINE OF CREDIT LOAN AGREEMENTNon-Revolving Line of Credit Loan Agreement • May 19th, 2022 • Loop Media, Inc. • Services-help supply services • Florida
This Non-Revolving Line of Credit Loan Agreement (this "Agreement") is dated as of May 13, 2022 (“Effective Date”), by and between LOOP MEDIA, INC., a Nevada corporation ("Borrower"),RAT INVESTMENT HOLDINGS, LP , a Nevada corporation , as administrator of the loan(the “Loan Administrator”) and the lenders set out on Exhibit B attached hereto (each individually and collectively a "Lender" and together, the “Lenders”).
SUBORDINATION AGREEMENTSubordination Agreement • April 3rd, 2024 • Loop Media, Inc. • Services-help supply services • Texas
This Subordination Agreement (this “Agreement”) is entered into as of March 28, 2024, by and between Excel Family Partners, LLLP, a Florida limited liability limited partnership with a principal place of business at ____________________ (“Subordinated Lender”), and GemCap Solutions, LLC, a Delaware limited liability company with offices at ____________________ as successor and assign to Industrial Funding Group, Inc. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided to such terms in the Senior Lender Loan Agreement referred to below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2024 • Loop Media, Inc. • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2024, between Loop Media, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURED REVOLVING LINE OF CREDIT LOAN AGREEMENT AMENDMENTSecured Revolving Line of Credit Loan Agreement • December 4th, 2024 • Loop Media, Inc. • Services-help supply services • Florida
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.
NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT AMENDMENTNon-Revolving Line of Credit Loan Agreement • December 20th, 2022 • Loop Media, Inc. • Services-help supply services • Florida
This Non-Revolving Line of Credit Line of Credit Loan Agreement Amendment (the “Amendment”) is dated as of December 14, 2022, between Loop Media, Inc., a Nevada corporation (the “Borrower”) and Excel Family Partners LLLP and (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 Loan Agreement (defined below).
CONVERTIBLE NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENTConvertible Note and Warrant Purchase and Security Agreement • May 3rd, 2021 • Loop Media, Inc. • Services-help supply services • Nevada
This CONVERTIBLE NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT (this "Agreement") is dated as of April 1, 2020, between Loop Media, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto, whether such purchaser is or becomes a signature as of the Initial Closing or any Subsequent Closing (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
PLAN OF MERGERPlan of Merger • June 11th, 2020 • Interlink Plus, Inc. • Services-help supply services • Nevada
THIS PLAN OF MERGER (this "Plan"), dated as of May 22, 2020 (the "Execution Date"), is entered into by and among INTERLINK PLUS, INC., a Nevada corporation ("Parent") and LOOP MEDIA, INC., a Delaware corporation and wholly-owned subsidiary of Parent ("Subsidiary").
LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 27th, 2017 • Interlink Plus, Inc. • Services-help supply services
This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 27th day of September 2017, by and between Interlink Plus, Inc., a Nevada corporation (the “Company”) and Blue Sea Assets, LLC (“BSA”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • January 6th, 2020 • Interlink Plus, Inc. • Services-help supply services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 3, 2020 (the "Execution Date"), is entered into by and among LOOP MEDIA, INC., a Delaware corporation ("Loop") INTERLINK PLUS, INC., a Nevada corporation ("Parent"), and LOOP MEDIA ACQUISITION, INC., a Delaware corporation, which is a wholly owned Subsidiary of Parent ("Merger Sub").
NOTE CONVERSION AGREEMENTNote Conversion Agreement • December 19th, 2023 • Loop Media, Inc. • Services-help supply services • New York
This Note Conversion Agreement (this “Agreement”) is made and entered into as of December 14, 2023 (the “Effective Date”), by and among Loop Media, Inc., a Nevada corporation (the “Company”), and Excel Family Partners, LLLP, a Florida limited liability limited partnership (the “Holder”).
AMENDED AND RESTATED SECURED NON-REVOLVING LINE OF CREDIT PROMISSORY NOTESecured Non-Revolving Line of Credit Promissory Note • December 4th, 2024 • Loop Media, Inc. • Services-help supply services
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”).
August 29, 2023 Loop Media, Inc. Burbank, CA. 91505 ATTN: Jon Niermann, Chief Executive Officer EMAIL: jon@loop.tvExtension of Maturity Date • September 5th, 2023 • Loop Media, Inc. • Services-help supply services
RE: Extension of Maturity Date of that certain $2,200,000 Secured Non-Revolving Line of Credit Loan Agreement dated as of May 31, 2023 (the “Agreement”) by and between Loop Media, Inc. (the “Borrower”) and Excel Family Partners, LLLP (the “Lender”), and that certain $2,200,000 Secured Non-Revolving Line of Credit Promissory Note dated as of May 31, 2023 (the “Note”), issued by the Borrower to the Lender. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
ContractConvertible Security Agreement • October 24th, 2024 • Loop Media, Inc. • Services-help supply services • Nevada
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 IN
NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE AMENDMENT NO. 2Non-Revolving Line of Credit Promissory Note • May 15th, 2023 • Loop Media, Inc. • Services-help supply services • Florida
This Non-Revolving Line of Credit Promissory Note Amendment No. 2 (the “Amendment”) is effective as of May 10, 2023, between Loop Media, Inc., a Nevada corporation (the “Borrower”) and Excel Family Partners LLLP and its successors and assigns (together with successors and assigns, 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 Note (defined below).
PURCHASE AGREEMENTPurchase Agreement • December 12th, 2024 • Loop Media, Inc. • Services-help supply services • New York
This Purchase Agreement (“Agreement”) is made and entered into as of 8/26/2024 , by and between CFG Merchant Solutions, LLC, a Delaware limited liability company located at 180 Maiden Lane 15th Floor, New York, NY 10038 (“Buyer”), as Buyer, and LOOP MEDIA INC DBA LOOP MEDIA located at 2600 W OLIVE AVE ST E 5470, Burbank, CA, 91505 (hereafter “Seller”), as Seller, and each Guarantor identified below (each a “Guarantor”). Capitalized terms not otherwise defined herein, shall have the same meanings ascribed to them in the Uniform Commercial Code as adopted in the State of New York (“UCC”) and the Fee Structure Addendum as applicable.
NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT AMENDMENT #2Non-Revolving Line of Credit Loan Agreement • April 24th, 2024 • Loop Media, Inc. • Services-help supply services • Florida
This Non-Revolving Line of Credit Line of Credit Loan Agreement Amendment #2 ( “Amendment #2”), effective as of April 13, 2024 (the “Amendment #2 Effective Date”), amends that certain Non-Revolving Line of Credit Agreement, with an effective date of May 13, 2022 (the “Agreement”), as amended as of November 13, 2023 (“Amendment #1), between Loop Media, Inc., a Nevada corporation (the “Borrower”), RAT Investment Holdings, LP, as administrator of the loan (the “Administrator”) and the lenders set out in Exhibit A hereto (each a “Lender” and collectively, the “Lenders”). Each of the Borrower, the Administrator and each Lender is a “Party” to this Amendment #2 and together are “Parties.” Terms used herein but not otherwise defined herein have the meaning given to such terms in the Agreement.
AMENDMENT NUMBER 2 TO THE LOAN AND SECURITY AGREEMENT, THE LOAN AGREEMENT SCHEDULE, THE REVOLVING LOAN NOTE AND TO THE OTHER LOAN DOCUMENTSLoan and Security Agreement • August 1st, 2024 • Loop Media, Inc. • Services-help supply services
This Amendment Number 2 to the Loan and Security Agreement, the Loan Agreement Schedule, the Revolving Loan Note and to the other Loan Documents (“Amendment No. 2”) dated effective as of July 29, 2024 (the “Effective Date”) by and between LOOP MEDIA, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite 5470, Burbank, CA 91505, and RETAIL MEDIA TV, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite 5470, Burbank, CA 91505, jointly and severally (the “Borrower”), and GEMCAP SOLUTIONS, LLC, a Delaware limited liability company with offices at 9901 I.H. 10 West, Suite 800, San Antonio, TX 78230, as successor and assign to Industrial Funding Group, Inc. (together with its successors and assigns, the “Lender”). The Borrower and the Lender are collectively referred to as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 3rd, 2021 • Loop Media, Inc. • Services-help supply services • California
