LOOP MEDIA, INC. COMMON STOCK WARRANT
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968 OR OTHER APPLICABLE SECURITIES LAWS ("STATE SECURITIES LAWS"), AND THIS WARRANT HAS BEEN, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER STATE SECURITIES LAWS RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND STATE SECURITIES LAWS, RESPECTIVELY, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
LOOP MEDIA, INC. COMMON STOCK WARRANT
Aggregate Exercise Price: $[40% X Loan Amount]
Aggregate Exercisable Warrant Shares: [(Loan Amount x 40%) / $[X strike price]]
Issue Date: May 10, 2023
Warrant Number: CSW2-00[X]
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.
ARTICLE II EXERCISE AND PAYMENT
X=Y(A-B)/A
X=the number of shares of Warrant Stock to be issued to Holder under this Section 2.2;
Y=the maximum number of shares of Warrant Stock purchasable upon cash exercise of this Warrant;
A=the fair market value per share of Warrant Stock at the date of exercise, as determined in Section 2.3 below;
B=the Warrant Exercise Price.
Holder shall be entitled to purchase shall be multiplied by that number of shares of Other Stock which were received upon conversion of one share of such Warrant Stock at the time of such automatic conversion.
CERTAIN ADJUSTMENTS OF NUMBER OF SHARES PURCHASABLE AND WARRANT EXERCISE PRICE
The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:
dividend payable in securities of the Company, provided that such division, combination, distribution or dividend actually occurs.
ARTICLE IV TRANSFER, EXCHANGE AND LOSS
Warrant exchange from changing the respective rights and obligations of the Company and Holder as they existed immediately prior to such exchange.
5.1 No Stockholder Rights Until Exercise. No Holder hereof, solely by virtue hereof, shall be entitled to any rights as a shareholder of the Company. Holder shall have all rights of a stockholder with respect to securities purchased upon exercise hereof as of the date set forth in Section 2.
provisions which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions.
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INVESTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN TAX ADVISOR WITH SPECIFIC REFERENCE TO ITS OWN TAX SITUATION AND THE POTENTIAL EFFECT OF APPLICABLE LAWS AND REGULATIONS. THE COMPANY HAS NOT AND DOES NOT PROVIDE ANY ADVICE CONCERNING ANY OF THE POTENTIAL TAX CONSIDERATIONS AND CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP OR DISPOSITION OF THIS WARRANT OR THE WARRANT STOCK. IN ADDITION, THE COMPANY HAS NOT OBTAINED, NOR DOES IT INTEND TO OBTAIN, A RULING FROM THE IRS OR AN OPINION OF COUNSEL WITH RESPECT TO ANY TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK.
THE COMPANY IS NOT RESPONSIBLE, NOR DOES IT DIRECTLY OR INDIRECTLY ASSUME RESPONSIBILITY, FOR THE TAX OR LEGAL CONSEQUENCES OF THIS WARRANT OR THE TRANSACTION TO INVESTOR. INVESTOR SHOULD CONSULT ITS OWN TAX AND LEGAL ADVISORS AS TO THE PARTICULAR TAX AND LEGAL CONSEQUENCES TO IT OF ACQUIRING, HOLDING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK, INCLUDING THE EFFECT AND APPLICABILITY OF FEDERAL, STATE AND LOCAL TAX LAWS.
IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Warrant as of the date first set forth above.
LOOP MEDIA, INC., a Nevada corporation
By: _ Xxx Xxxxxxxx, CEO
Accepted By Investor:
By: _ Name: [ ]
Title: _[ ]
Address: [ADDRESS]
NOTICE OF EXERCISE OF COMMON STOCK WARRANT BY CASH PAYMENT OF WARRANT EXERCISE PRICE
| [Date] | |
Loop Media, Inc. | Aggregate Exercise Price | |
| of Warrant Before Exercise: | $ |
Attention: Chief Executive Officer | | |
| Aggregate Exercise Price | |
| Being Exercised: | $ |
| Warrant Exercise Price: | $ |
| per share | |
| Number of Shares of | |
| Warrant Stock to be | |
| Issued Under this Notice: | |
| Remainder Aggregate | |
| Price (if any) | |
| After Issuance: | $ |
CASH EXERCISE
Ladies and Gentlemen:
The undersigned registered Holder of the Common Stock Warrant delivered herewith ("Warrant"), hereby irrevocably exercises such Warrant for, and purchases thereunder, shares of the Warrant Stock of Loop Media, Inc., a Nevada corporation, as provided below. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given in the Warrant. The portion of the Aggregate Exercise Price (as defined in the Warrant) to be applied toward the purchase of Warrant Stock pursuant to this Notice of Exercise is $ , thereby leaving a remainder Aggregate Exercise Price (if any) equal to $ . Such exercise shall be pursuant to the cash exercise provisions of Section 2.1 of the Warrant. Therefore, Holder makes payment with this Notice of Exercise by way of check payable to the Company in the amount of $ . Such check is payment in full under the Warrant for shares of Warrant Stock based upon the Warrant Exercise Price as currently in effect under theWarrant.HolderrequeststhatthesharesofWarrant
Stockbeissuedinthenameof and delivered to
__________________________.
To the extent the foregoing exercise is for less than the full Aggregate Exercise Price, a Replacement Warrant representing the remainder of the Aggregate Exercise Price and otherwise of like form, tenor and effect should be delivered to Holder along with the share certificates evidencing the Warrant Stock issued in response to this Notice of Exercise.
NOTICE OF EXERCISE OF COMMON STOCK WARRANT PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS
| [Date] | |
Aggregate Exercise Price | | |
| of Warrant Before Exercise: | $ |
Attention: Chief Executive Officer | | |
| Aggregate Exercise Price | |
| Being Exercised: | $ |
| Warrant Exercise Price: | $ |
| per share | |
| Number of Shares of | |
| Warrant Stock to be | |
| Issued Under this Notice: | |
| Remainder Aggregate | |
| Price (if any) | |
| After Issuance: | $ |
CASHLESS EXERCISE
Ladies and Gentlemen:
The undersigned, registered Holder of the Common Stock Warrant delivered herewith (“Warrant”), hereby irrevocably exercises such Warrant for, and purchases thereunder, shares of the Warrant Stock of Loop Media, Inc., a Nevada corporation, as provided below. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given in the Warrant. The portion of the Aggregate Exercise Price (as defined in the Warrant) to be applied toward the purchase of Warrant Stock pursuant to this Notice of Exercise is $ , thereby leaving a remainder Aggregate Exercise Price (if any) equal to $ . Such exercise shall be pursuant to the net issue exercise provisions of Section 2.2 of the Warrant; therefore, Holder makes no payment with this Notice of Exercise. The number of shares to be issued pursuant to this exercise shall be determined by reference to the formula in Section 2.2 of the Warrant which, by reference to Section 2.3, requires the use of the current per share fair market value of the Company’s Warrant Stock. The current fair market value of one share of the Company’s Warrant Stock shall be
determined in the manner provided in Section 2.3, which amount has been determined or agreed to by Xxxxxx and the Company to be $ , which figure is acceptable to Holder for calculations of the number of shares of Warrant Stock issuable pursuant to this Notice of Exercise. Holder requests that the shares of Warrant Stock be issued in the name of and delivered to . To the extent the foregoing exercise is for less than the full Aggregate Exercise Price of the Warrant, a replacement Warrant representing the remainder of the Aggregate Exercise Price (and otherwise of like form, tenor and effect) shall be delivered to Holder along with the share certificate evidencing the Warrant Stock issued in response to this Notice of Exercise.
