Exhibit 10.2


 


AMENDED
AND RESTATED


Secured
PROMISSORY Note (REVOLVING LOANS)


 


Up to $6,000,000.00


Original Date: July 29, 2022


Amended and Restated Date: October 27, 2022


 


FOR VALUE RECEIVED, the undersigned
LOOP MEDIA, INC., a Nevada corporation with a principal place of business located 700 N. Central Ave., Ste. 430, Glendale, CA 91203,
(individually and collectively, “Borrower”), hereby unconditionally promises to pay to the order of GEMCAP SOLUTIONS,
LLC, a Delaware limited liability company with offices at 9901 I.H. 10 West, Suite 800, San Antonio, TX 78230, as successor and assign
to Industrial Funding Group, Inc. (together with its successors, transferees and assigns, “Lender”), on or before
the Maturity Date, the principal sum of up to SIX MILLION DOLLARS ($6,000,000.00) in accordance with the terms of this Secured Promissory
Note (Revolving Loans) (this “Note”) and the Loan and Security Agreement, of even date herewith, entered into by and
between Borrower and Lender (as amended from time to time, the “Loan Agreement”). Capitalized terms used herein and
not defined herein shall have the meanings given to them in the Loan Agreement. This Note is a Revolving Loan Note referred to in the
Loan Agreement and is entitled to the benefits thereof.


 


INTEREST; DUE DATE; PREPAYMENT:
Interest on the unpaid principal balance hereof shall accrue on the unpaid principal balance of Advances at the Revolving Loan Interest
Rate as set forth in and computed pursuant to the Loan Agreement. Following and during the continuation of an Event of Default, interest
on the unpaid principal balance shall accrue at an annual rate equal to the Default Interest Rate as set forth in the Loan Agreement.


 


All accrued interest on the
unpaid principal balance of Revolving Loans hereunder, including interest charges for Collection Days, shall be payable by Borrower in
arrears (x) prior to the Maturity Date, on the seventh (7th) day of each calendar month (if such date is not a Business Day, then
on the first Business Day thereafter), commencing on September 7, 2022, (y) in full on the Maturity Date, and (z) on demand
after the Maturity Date.


 


Subject to the prepayment
provisions as set forth herein and in the Loan Agreement, Borrower may borrow, repay and reborrow Revolving Loans, as set forth in the
Loan Agreement.


 


The entire principal balance
of this Note then outstanding, plus any accrued and unpaid interest thereon, plus unpaid fees, together with all penalties and late payment
fees, if any, shall be due and payable on the Maturity Date pursuant to the terms of the Loan Agreement and the other Loan Documents.


 


Prior to the Maturity Date,
Borrower may voluntarily prepay the entire unpaid principal amount of the Revolving Loans without premium or penalty, provided, however,
that, (i) such prepayment is no less than the amount of the then-outstanding aggregate principal sum of all Revolving Loans hereunder
and all accrued and unpaid interest thereon, (ii) as part of such prepayment, Borrower shall pay Lender all other amounts due to
Lender pursuant to this Note, the Loan Agreement and the other Loan Documents, and (iii) in the event Borrower makes such prepayment
on or before July 29, 2024, then Borrower shall pay to Lender an amount equal to the Revolving Loan Prepayment Fee. The Revolving
Loan Prepayment Fee is intended to compensate Lender for committing and deploying funds for Borrower’s Revolving Loans pursuant
to the Loan Agreement and for Lender’s loss of investment of such funds in connection with such early termination, and is not intended
as a penalty. The Revolving Loan Prepayment Fee also shall be due and payable by Borrower to Lender if Lender accelerates the payment
of the Obligations on or before July 29, 2024 due to the occurrence of an Event of Default.


 


{Loop Media, Inc. –
Amended and Restated Secured Promissory Note}


 






    


     


    

 


PAYMENT AND COLLECTION:
In order to satisfy Borrower’s payment of amounts due under the Loans and all fees, expenses and charges with respect thereto that
are due and payable under this Note, the Loan Agreement and the other Loan Documents, Borrower hereby irrevocably authorizes Lender to
initiate manual and automatic electronic (debit and credit) entries through the Automated Clearing House during the Term or other appropriate
electronic payment system (“ACH”) to all deposit accounts maintained by Borrower, wherever located. At the request
of Lender, Borrower shall complete, execute and deliver to the institution set forth below (with a copy to the Lender) an ACH agreement,
voided check, information and/or direction letter reasonably necessary to so instruct Borrower’s depository institutions. Borrower
(i) shall maintain in all respects this ACH arrangement during the Term; (ii) shall not change depository institutions without
Lender’s prior written consent, and if consent is received, shall immediately execute similar ACH instruction(s), and (iii) waives
any and all claims for loss or damage arising out of debits or credits to/from the depository institution, whether made properly or in
error. Borrower has communicated with and instructed the institution(s) set forth below:


 


MAXIMUM RATE OF INTEREST.
It is the intention of Borrower and Lender to conform strictly to the usury laws applicable to Lender. Accordingly, if the transactions
contemplated hereby would be usurious under applicable law then, in that event, notwithstanding anything to the contrary in this Note,
it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law and is contracted
for, taken, reserved, charged or received under this Note or otherwise in connection with the Loan evidenced hereby shall under no circumstances
exceed the maximum amount allowed by such applicable law, and any excess shall be credited by Lender on the principal amount of the Loan
evidenced hereby (or, if the principal amount of the Loan evidenced hereby shall have been paid in full, refunded to Borrower); and (ii) in
the event that the maturity of the Loan evidenced hereby is accelerated or in the event of any required or permitted prepayment, then
such consideration that constitutes interest under law applicable to Lender may never include more than the maximum amount allowed by
such applicable law, and interest in excess of such maximum allowed amount, if any, provided for in this Note shall be canceled automatically
as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by Lender on the principal amount of the
Loan evidenced hereby (or, if the principal amount of the Loan evidenced hereby shall have been paid in full, refunded by Lender to Borrower).
All calculations made to compute the rate of interest that is contracted for, taken, reserved, charged or received under this Note or
otherwise in connection with the Loan evidenced hereby shall, for the purpose of determining whether such rate exceeds the maximum amount
allowed by law applicable to Lender, be made, to the extent permitted by such applicable law, by amortizing, prorating and spreading in
equal parts during the period of the full stated term of the Loan evidenced by this Note all interest at any time contracted for, taken,
reserved, charged or received by Lender in connection therewith. To the extent that the maximum nonusurious rate is determined by the
laws of the State of Texas, the maximum nonusurious rate shall be determined by reference to the indicated rate ceiling (as defined and
described in Chapter 303.001, et seq., of the Texas Finance Code, as amended) at the applicable time in effect. Lender hereby advises
Borrower to seek the advice of an attorney and an accountant in connection with the execution of this Note and the incurrence of the Loan
evidenced hereby, and Borrower represents and warrants to Lender that it has had the opportunity to seek, and has in fact sought, the
advice of an attorney and an accountant of Borrower’s choice in connection therewith.


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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FEES AND COSTS: All
fees, costs and expenses set forth in this Note, the Loan Agreement and other Loan Documents shall be paid by Borrower in accordance with
the terms hereof and thereof. All fees, costs and expenses as provided in this Note, the Loan Agreement and other Loan Documents not paid
when due shall be added to principal and shall thereafter bear interest at the Default Interest Rate.


 


PLACE OF PAYMENT; NOTICES:
All payments hereon shall be made, and all notices to the Lender required or authorized hereby shall be given, at the office of Lender
at the address designated in the Loan Agreement, or to such other place as Lender may from time to time direct by written notice to Borrower.


 


APPLICATION OF PAYMENTS:
All payments made hereunder shall be made without defense or set-off for any debt or other claim which Borrower may assert against Lender.
All payments received hereunder shall be applied in accordance with the provisions of the Loan Agreement.


 


AMOUNTS DUE: All amounts
payable hereunder are payable by check, ACH payment or wire transfer in immediately available funds to the account number specified by
Lender, in lawful money of the United States. At Lender’s option, Lender may charge the Borrower’s accounts for the interest
accrued hereunder. Borrower agrees to perform and comply with each of the covenants, conditions, provisions and agreements contained in
every instrument now evidencing or securing the indebtedness evidenced hereby.


 


SECURITY: This Note
is secured by a pledge of the Collateral as described in the Loan Documents and is entitled to the benefits of any and all Guaranties.
Borrower hereby acknowledges, admits and agrees that Borrower’s obligations under this Note, the Loan Agreement and the other Loan
Documents are full recourse obligations of Borrower to which Borrower pledges its full faith and credit.


 


DEFAULTS; REMEDIES:
Upon the occurrence and continuation of any Event of Default under the Loan Agreement, all principal and all accrued interest then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement. In such
event, the Lender shall have all of the rights and remedies set forth in the Loan Agreement and the other Loan Documents. The failure
to exercise any of the rights and remedies set forth in the Loan Agreement or the other Loan Documents shall not constitute a waiver of
the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance
by Lender of any payment which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute
a waiver of the right to exercise any rights and remedies at that time or at any subsequent time or nullify any prior exercise of any
such rights and remedies.


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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WAIVERS: The Borrower
waives notice of demand, demand for payment, presentment for payment, protest, notice of nonpayment or dishonor, diligence, notice of
intent to accelerate, notice of acceleration, and any and all other notices and demands of any kind. No failure on the part of the Lender
or any other holder hereof to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver
thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


TERMINOLOGY: Any reference
herein to Lender shall be deemed to include and apply to every subsequent holder of this Note.


 


LOAN AGREEMENT: Reference
is made to the Loan Agreement for provisions as to the Loan Documents, Loans, Collateral, fees, charges, remedies and other matters. If
there is any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.


 


HEADINGS: The headings
in this Note are for convenience of reference only and shall not affect the meaning or interpretation of this Note or any provision hereof.


 


ATTORNEYS’ FEES AND
COSTS: If the Lender incurs any loss, costs or expenses in enforcing or collecting this Note, in whole or in part, or enforcing any
of the terms of any of the other Loan Documents, the Borrower agrees to pay all losses, costs and expenses so paid or incurred by Lender
including, without limitation, attorneys’ fees and costs.


 


NON-PAYMENT OF FEES AND
COSTS: All fees, costs and expenses as provided in this Note, the Loan Agreement and other Loan Documents not paid when due shall
be added to principal and shall thereafter bear interest at the Default Interest Rate.


 


APPLICABLE LAW.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS) AND APPLICABLE FEDERAL LAW. THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS NOTE WAS NEGOTIATED IN THE STATE OF TEXAS AND THE LOAN
EVIDENCED HEREBY WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF TEXAS, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY RIGHT TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE.


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE NOW OR HEREAFTER UNDER THE LAWS
OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION
OR PROCEEDING BETWEEN BORROWER, LENDER OR ITS SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN DOCUMENTS, THE OBLIGATIONS
AND/OR THE COLLATERAL. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION
OR PROCEEDINGS BETWEEN BORROWER AND LENDER. BORROWER WAIVES ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF
ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY BUYER WITH RESPECT TO THE LOAN DOCUMENTS, THE OBLIGATIONS, THE
COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, EXCEPT COMPULSORY COUNTERCLAIMS. THE PARTIES ACKNOWLEDGE THAT A RIGHT
TO A JURY TRAIL IS A CONSTITUTIONAL RIGHT, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER
HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS NOTE, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. IN THE EVENT
OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


CONSENT TO JURISDICTION.
BORROWER HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY TEXAS STATE OR FEDERAL COURT SITTING IN
SAN ANTONIO, TEXAS WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS NOTE OR ANY MATTER ARISING THEREFROM OR RELATING
THERETO, (b) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS
STATE OR FEDERAL COURT, (c) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT
THERETO, AND (d) AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. IN ANY SUCH ACTION OR PROCEEDING, BORROWER WAIVES
PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT ITS OFFICES SET FORTH IN THE LOAN AGREEMENT OR OTHER ADDRESS THEREOF
OF WHICH LENDER HAS RECEIVED NOTICE AS PROVIDED IN THE LOAN AGREEMENT. NOTWITHSTANDING THE FOREGOING, BORROWER CONSENTS TO THE COMMENCEMENT
BY LENDER OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER JURISDICTION TO ENFORCE LENDER’S RIGHTS IN AND TO THE COLLATERAL AND BORROWER
WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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ASSIGNMENT: Lender
reserves the right to sell, assign, transfer, negotiate, or grant participation interests in all or any part of this Note, or any interest
in Lender’s rights and benefits hereunder.


 


LOST NOTE: In the event
of the loss, theft, destruction or mutilation of this Note, upon request of Lender and submission of evidence reasonably satisfactory
to the Borrower of such loss, theft, destruction or mutilation, and, in the case of any such loss, theft, or destruction, upon delivery
of a bond or indemnity reasonably satisfactory to Borrower, or in the case of any such mutilation, upon surrender and cancellation of
this Note, Borrower will issue a new Note of like tenor as the lost, stolen, destroyed or mutilated Note.


 


JOINT AND SEVERAL LIABILITY:
Without limitation upon any provision of any other Loan Document, if more than one Person constitutes a Borrower pursuant to this Note,
each such Person, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Persons constituting Borrowers, with respect to the payment and performance of all of the Loans
and other Obligations evidenced by this Note, it being the intention of the undersigned that all of the Loans and other Obligations evidenced
by this Note shall be the joint and several obligations of each of the undersigned without preferences or distinction among them.


 


AMENDMENT AND RESTATEMENT:
This Note is given in substitution for, and amends and restates in its entirety, and as so amended and restated supersedes, that certain
 ‘Secured Promissory Note (Revolving Loans)’ in the original principal amount of up to Four Million Dollars ($4,000,000.00)
dated as of July 29, 2022 executed by Borrower and payable to the order of Lender (the “Existing Note”). It is
expressly understood and agreed that this Note is given to amend and restate the terms of the Existing Note in its entirety, and that
no part of the indebtedness evidenced by the Existing Note shall be discharged, cancelled or impaired by the execution and delivery of
this Note, and such indebtedness is hereby ratified and confirmed by Borrower pursuant to the terms of this Note.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
AND SIGNATURE ON NEXT PAGE]


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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IN WITNESS WHEREOF, this Amended and Restated
Secured Promissory Note (Revolving Loans) has been duly executed and delivered by Borrower as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	LOOP MEDIA, INC.
	 	 
	 	 
	 	By:	/s/
Neil Watanabe
	 	Name: 	Neil Watanabe
	 	Title: 	CEO




 


[SIGNATURE PAGE – AMENDED AND RESTATED SECURED
PROMISSORY NOTE (REVOLVING LOANS)]


 


{Loop Media, Inc. –
A&R Secured Promissory Note}


 






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