Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On October 18, 2024 (the "Issue Date"), Loop Media, Inc., a Nevada corporation (the "Company"), issued a Convertible Promissory Note to the Joseph G. Bellino Trust Dated November 30, 2023 (the "Holder"), in the principal amount of $2,000,000.00 (the "Convertible Note"). The Convertible Note accrues interest at thirty percent (30%) per annum, and unless converted into common stock of the Company, par value $0.0001 per share (the "Common Stock"), the entire principal amount of the 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 "Maturity Date"). The Convertible Note is guaranteed personally by the Company's Executive Chairman of its Board of Directors, Bruce A. Cassidy.

The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of the principal and interest due on the date of conversion into shares of 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 the Holder and its affiliates may not own greater than 4.99% of the Company's outstanding shares of Common Stock at any time, as set forth in the Convertible Note.

The Convertible Note may be prepaid prior to the Maturity Date, subject to a prepayment fee equal to the aggregate and actual amount of interest remaining to be paid through the Maturity Date.

The Convertible Note contains customary representations and warranties by the Company, and provides for certain standard events of defaults, including but not limited to: (i) the failure to pay timely any of the principal or accrued interest due under the Convertible Note or in connection with any other indebtedness on the date the same becomes due and payable; (ii) the occurrence of a default that is not cured in performance of any material covenant or material agreement under the Convertible Note or in connection with any other indebtedness; (iii) the adoption by the Company's Board of Directors or shareholders of a resolution for the liquidation, dissolution or winding up of the Company; (iv) the filing of any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or (v) the entry of a decree or an order for relief by a court having jurisdiction against or with respect to the Company in an involuntary case under the federal bankruptcy laws or any state insolvency or similar laws ordering: (a) the liquidation of the Company; (b) a reorganization of the Company or the Company's business and affairs; or (c) the appointment of a receiver, liquidator, assignee, custodian, trustee, or similar official for the Company or any of the Company's property; and, in any such event, the failure to have such decree, order or appointment discharged or dismissed within sixty (60) days from the date of entry.