NON-REVOLVING LINE OF CREDIT LOAN AGREEMENT AMENDMENT #2

Exhibit 10.1

NON-REVOLVING LINE OF CREDIT

LOAN AGREEMENT AMENDMENT #2

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.

WHEREAS, the Parties have agreed that the Agreement should be amended as set forth in this Amendment #2, including extending the original Line of Credit Maturity Date by fourteen (14) months, from eighteen (18) months from the Effective Date of the Agreement to thirty-two (32) months from the Effective Date of the Agreement, or to January 13, 2025.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment #2, 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 – Thirty-two (32) months from the Effective Date.”

2. Amendment of Payment Terms.

Section II – The Loan – 2.3 “Interest” in the Agreement is hereby amended and supplemented to add paragraph d. to the end of such Section, as follows:

d. Notwithstanding paragraphs a., b. and c. of this Section, payments of interest or principal under the Agreement and the Note will be due and payable from April 13, 2024, to the Line of Credit Maturity Date, as follows:

i. One payment of $121,000, comprised of accrued interest of $11,000 due through April 13, 2024, and an initial payment of principal of $110,000, due on April 13, 2024; and

ii. Nine (9) monthly payments of principal of $110,000 plus accrued interest, commencing May 13, 2024.

3. Miscellaneous.

(a) Governing Law. This Amendment #2 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 #2 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., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), 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 #2, together with Amendment #1 and 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 #2, the Agreement shall remain unchanged and in full force and effect, and this Amendment #2 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 #2, Amendment #1 and the Agreement, the provisions of this Amendment #2 will control.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Amendment #2 to be duly executed by their respective authorized signatories as of the dates noted below.

BORROWER:
LOOP MEDIA, INC.
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:	CFO
Date:	April 18, 2024
LOAN ADMINISTRATOR:
RAT INVESTMENT HOLDINGS, LP
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:	General Partner
Date:	April 18, 2024
LENDER:
RAT INVESTMENT HOLDINGS, LP
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:	General Partner
Date:	April 18, 2024
LENDER:
BOSTON FIDELITY FINANCIAL, LLC
By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:	Managing Member
Date:	April 18, 2024

(Signature page to Non-Revolving Line of Credit Loan Agreement Amendment #2)

LENDER:
▇▇▇▇▇▇▇ ▇▇▇▇ LP
By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name:	▇▇▇▇▇▇▇ ▇▇▇▇
Date:	April 18, 2024
LENDER:
▇▇▇▇ ▇▇▇▇
By:	/s/ ▇▇▇▇ ▇▇▇▇
Name:	▇▇▇▇ ▇▇▇▇
Date:	April 18, 2024
LENDER:
SIESTA PRIVATE MORTGAGES, LLC
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:	Manager
Date:	April 18, 2024
LENDER:
AFW VENTURES, LLC
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:	Manager
Date:	April 18, 2024

(Signature page to Non-Revolving Line of Credit Loan Agreement Amendment #2)

LENDER:
ERE SEP, LLC
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇▇▇▇▇▇▇
Title:	Managing Member
Date:	April 18, 2024
LENDER:
ON PURPOSE HOLDINGS, LP
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title:	General Partner
Date:	April 18, 2024
LENDER:
ADK HOLDINGS, LLC
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:	▇▇▇▇▇ ▇▇▇▇▇
Title:	Managing Member
Date:	April 18, 2024

(Signature page to Non-Revolving Line of Credit Loan Agreement Amendment #2)

EXHIBIT A

RAT Lenders

RAT Investment Holdings LP, Loan Administrator

Date of Loans: May 13, 2022

LENDER/HOLDER			LOAN AMOUNT
Boston Fidelity Financial, LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Managing Member		$	1,000,000
▇▇▇▇▇▇▇ ▇▇▇▇		$	200,000
▇▇▇▇ ▇▇▇▇		$	200,000
Siesta Private Mortgages, LLC ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Manager		$	100,000
RAT Investment Holdings, LP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Partner		$	100,000
AFW Ventures, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager		$	100,000
ERE SEP, LLC ▇▇▇▇ ▇▇▇▇▇▇▇, Managing Member		$	100,000
On Purpose Holdings, ▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., General Partner		$	200,000
ADK Holdings, LP ▇▇▇▇▇ ▇▇▇▇▇, Managing Member		$	200,000
TOTAL:		$	2,200,000