Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Agile Capital Finding, LLC

On October 14, 2024 (the "Agile Agreement Effective Date"), Loop Media, Inc., a Nevada corporation (the "Company"), and Retail Media TV, Inc., a Nevada corporation and wholly-owned subsidiary of the Company ("Retail Media"), entered into a Subordinated Business Loan and Security Agreement (the "Agile Agreement") with Agile Capital Funding, LLC, a Virginia limited liability company (the "Agile Lender"), and Agile Capital Funding, LLC, as collateral agent (the "Agile Collateral Agent"). The Agile Agreement provides for the issuance by the Company of a Subordinated Secured Promissory Note in the principal amount of $388,500.00 (the "Agile Note"). Principal and interest in the aggregate amount of $559,440.00 under the Agile Note shall be repaid in weekly payments of $17,482.50 commencing on October 21, 2024, and shall be repaid on or before the maturity date, which is thirty-two (32) weeks from the Agile Agreement Effective Date, or May 26, 2025 (the "Agile Note Maturity Date"). The Agile Note may be prepaid prior to the Agile Note Maturity Date, subject to a prepayment fee equal to the aggregate and actual amount of interest remaining to be paid through the Agile Note Maturity Date. Payment under the Agile Note is expressly subordinated to the Company's obligations on certain senior indebtedness of the Company in existence prior to the Agile Agreement Effective Date, as further provided in the Agile Agreement. The Company granted the Agile Collateral Agent a security interest, for the benefit of the Agile Lender, in certain properties, rights and assets of the Company, as set forth in the Agile Agreement.

The Company agreed to certain covenants under the Agile Agreement, including but not limited to delivery of certain financial statements and providing the Agile Lender with prompt notice upon the occurrence of certain events as set forth in the Agile Agreement. The Company also agreed to certain negative covenants, including but not limited to the creation of additional liens with respect to the collateral and the sale of assets outside of the ordinary course of business, without the prior written consent of the Agile Lender.

The Agile Agreement provides for certain standard events of defaults, including but not limited to the (i) failure to make any required payment under the Agile Note, (ii) occurrence of a material adverse change in the business, operations, or condition of the Company or the Company and its subsidiaries, as a whole, and (iii) the filing of any notice of a lien, levy, or assessment against the Company or its material subsidiaries by any government agency. In addition to the fixed per annum rate that is otherwise applicable under the Agile Note, a default interest rate of 5% will become effective upon the occurrence of an event of default under the Agile Note.

The foregoing descriptions of the Agile Agreement and the Agile Note are not complete and are qualified in their entirety by reference to the full text of such agreements, the forms of which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

1800 Diagonal Lending, LLC - Promissory Note and Bridge Note

On October 11, 2024, the Company entered into a Securities Purchase Agreement (the "1800 Diagonal Promissory Note Agreement") with 1800 Diagonal Lending, LLC (the "1800 Diagonal Lender"), pursuant to which the 1800 Diagonal Lender made a loan to the Company, evidenced by a Promissory Note in the aggregate principal amount of $138,000.00, including an original issue discount of $23,000.00 (the "1800 Diagonal Promissory Note").