NOTE CONVERSION AGREEMENT
Exhibit 10.43
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”).
Recitals
Whereas, on May 10, 2023, the Company and the Holder entered into a Non-Revolving Line of Credit Loan Agreement (the “2023 Loan Agreement”) under which $2,328,617.32 of principal and interest owed to Holder are outstanding as of the date of this Agreement (the “Loan Amount”); and
Whereas, the Company and the Holder desire to convert the Loan Amount, including outstanding interest thereon, into shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share, at a conversion price per Share of $0.80 (the “Conversion Price”).
Agreement
Now, Therefore, in consideration of the premises and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
(a) Understandings or Arrangements. The Holder is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty not limiting the Holder’s right to sell the Shares in compliance with applicable federal and state securities laws). The Holder understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Holder’s right to sell such Shares pursuant in compliance with applicable federal and state securities laws). The Holder is acquiring the Shares in the ordinary course of its business.
(b) Holder Status. At the time the Holder was offered the Shares, it was, and as of the date hereof it is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.
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In Witness Whereof, the Company and the Holder have executed this Note Conversion Agreement as of the date first set forth above.
COMPANY:
By:/s/ Xxxx Xxxxxxxx
Name:Xxxx X. Xxxxxxxx
Title:Chief Financial Officer
HOLDER:
EXCEL FAMILY PARTNERS, LLLP
By: Fortress Holdings, LLC, its General Partner
By: ___/s/ Xxxxx X. Xxxxxxx, Xx. ______
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Manager