Exhibit 10.4


 


 


 


CONFIDENTIAL


 


September 29, 2021


 


Jim Cerna


Loop Media, Inc.


700 N Central Avenue, Suite 430


Glendale, CA 91203


 


Dear Jim:


 


This letter confirms our conversations
regarding the details of your ongoing employment and engagement with Loop Media, Inc. (the “Company”) as you transition
from the role of Chief Financial Officer (“CFO”), effective September 29, 2021, and assist in certain of the Company’s
strategic initiatives and sets forth the terms and conditions of that employment and/or engagement.


 


Effective September 30,
2021, your new role will be as Head of Strategic Initiatives at a rate of $17,500 per month, subject to periodic review and adjustment
by the Company in its discretion. Among other things, your role will be to assist in the Company’s transition to a new CFO and to
assist the Company in evaluating certain strategic business opportunities. The time period for the transition (the “Transition
Period”) is expected to be 60 days. During the Transition Period, you will use your best good faith efforts to assist with the
transition to the new CFO, including providing historical insight and other information for purposes of any potential up list of the Company
to a national securities exchange and the preparation of any periodic reports. If the Company determines you have acted in a manner that
is unprofessional, uncooperative or otherwise engage in conduct that constitutes cause in the Company’s discretion, the Company
reserves the right to end your employment sooner.


 


During the Transition Period,
you will be entitled to participate in all of its then-current customary employee benefit plans and programs, and in all events subject
to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. The Company reserves
the right to change or rescind its benefit plans and programs and alter employee contribution levels in its discretion.


 


By executing this letter
below, you reaffirm that during your employment thus far, and continuing through the Transition Period, you shall not use or
disclose, in whole or in part, the Company’s or its clients’ trade secrets, confidential and proprietary information,
including client lists and information, to any person, firm, corporation, or other entity for any reason or purpose whatsoever other
than in the course of your employment with the Company or with the prior written permission of the Company’s CEO.


 



     


     


    

 


From the end of the Transition
Period to June 1, 2022 and conditioned upon you signing the Company’s form of transition and separation and general release
agreement (the “Separation Agreement”) and complying with all of its terms, the Company agrees to allow you
to continue receiving your regular base salary and benefits, but working a reduced work schedule, during which you will provide strategic
assistance and support to the Company as referenced in the Separation Agreement.


 


You also will be required
to execute the non-disclosure and invention assignment agreement (the “Non-Disclosure and Invention Assignment Agreement”)
in substantially the form annexed to this letter as Exhibit A, and the Loop Media, Inc. Insider Confidentiality and Insider
Trading Compliance Certificate (the “Insider Trading Compliance Certificate”) in the form annexed to this letter
as Exhibit B, the terms of which are in addition to the terms of this letter.


 


Please sign your name at the
end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation
or warranty to you.


 


	 	Sincerely,
	 	 
	 	By:	 
	 	Name:
Jon Niermann
	 	Title: CEO




 


	Agreed to and Accepted by:	 	 
	 	 	 
		 	Date:	9/29/2021
	Jim Cerna	 	 




 


 



    -2- 


     


    

 


EXHIBIT A


 


Loop Media, Inc. Non-Disclosure and Invention
Assignment Agreement


 


(see attached)


 



    -3- 


     


    

 


LOOP MEDIA, INC.


NON-DISCLOSURE AND INVENTION ASSIGNMENT AGREEMENT


 


This Non-Disclosure and Invention
Assignment Agreement (“Agreement”) is made by and between Loop Media, Inc. (hereinafter referred to as “Employer”
or “Company”), and Jim Cerna (hereinafter referred to as “Employee”).


 


RECITALS


 


		A.	Employer desires to employ Employee and Employee desires to become employed by the Company.



 


		B.	Employee will, by virtue of her/his employment with Employer, become privy to Employer’s “Confidential
Information” (defined below).



 


		C.	Employee’s position, duties, compensation, and benefits will be communicated orally or set forth
under separate writing and may change from time to time in the sole discretion of the Company. The terms of Sections 2-8 and 13 of this
Agreement shall survive the termination of Employee’s employment with the Company.



 


		D.	Employer would not agree to employ Employee absent Employee’s execution of this Agreement agreeing
to abide by the restrictive covenants herein.



 


NOW, THEREFORE, in consideration
of Employer’s hiring Employee as an at-will Employee and Employee’s execution of this Agreement, Employee and Employer agree
as follows:


 


AGREEMENT


 


		1.	Exclusive Employment



 


During her/his employment
with Employer, Employee shall devote her/his full professional time and attention exclusively to rendering services to Employer. Employee
will at all times exercise a duty of loyalty to Employer, act in good faith, as an honest and prudent person, in a manner that he believes
is in the best interests of the Employer and in a manner that will promote the Company’s goodwill. Employee shall not work for,
or be connected with, or concerned in, any other business, directly or indirectly, alone or in association with, others without the prior
approval of the Company. Employee may, however, accept service as a board member of charitable or community organizations where such service
will be beneficial to the community, to Employer or to Employee’s personal development. Additionally, Employee shall not be prohibited
from making passive investments in other noncompeting businesses, provided such investments do not require Employee’s participation
in management or operations.


 


		2.	Confidential Information



 


Employee hereby understands
and acknowledges that because of Employee's experience with and relationship to the Company, in the course of her/his Term of Employment
he will acquire knowledge and will have access to and learn about confidential, secret and proprietary documents, materials, data, and
other information, in tangible and intangible form, of and relating to the Company and its businesses ("Confidential Information").
Employee further understands and acknowledges that this Confidential Information and the Company's ability to reserve it for the exclusive
knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure
of the Confidential Information by Employee might cause the Company to incur financial costs, loss of business advantage, liability under
confidentiality agreements with third parties, civil damages and criminal penalties.


 


For purposes of this
Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken,
printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods,
policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of
agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs,
computer software, source codes, object codes, applications, operating systems, software design, web design, databases, device
configurations, embedded data, compilations, metadata, technologies, manuals, records, articles, systems, content, sources of
content, vendor information, financial information, results, accounting information, accounting records, legal information,
marketing information, advertising information, pricing information, credit information, payroll information, personnel information,
employee lists, content provider lists, vendor lists, developments, reports, internal controls, security procedures, graphics,
drawings, sketches, market studies, sales information, revenue, costs, notes, communications, algorithms, product plans, service
plans, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries,
experimental processes, experimental results, specifications, distributor lists, customer information, customer lists, client
information and client lists of the Company or its businesses or any existing or prospective customer, content provider, investor or
other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.


 



    -4- 


     


    

 


Employee understands and acknowledges
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified
as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context
and circumstances in which the information is known or used.


 


Employee understands and acknowledges
that Confidential Information developed by him in the course of her/his employment by the Company shall be subject to the terms and conditions
of this Agreement as if the Company furnished the same Confidential Information to Employee in the first instance. Confidential Information
shall not include information that is generally available to and known by the public at the time of disclosure to Employee, provided that
such disclosure is through no direct or indirect fault of Employee or person(s) acting on Employee's behalf.


 


For purposes of this Agreement,
all information regarding specific prospective and existing customers and clients of the Company and other individuals and businesses
with whom the Company does business is collectively referred to as "Customer/Client Information" and includes, but is
not limited to, names, phone numbers, addresses, email addresses, order history, order preferences, chain of command, pricing information,
and other information identifying facts and circumstances specific to the customer/client and relevant to sales/services. All books, records,
accounts and information relating in any manner to the Customer/Client Information, whether prepared by Employee or otherwise coming into
Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company on termination
of Employee's employment hereunder or on the Company's request at any time.


 


Upon termination of Employee’s
employment with Employer or at any time sooner upon demand, regardless of whether such termination is voluntary, involuntary, or with
or without cause, all records containing Confidential Information, including, but not limited to, all notes, memos, plans, records, letters,
emails, reports, magnetic tapes, magnetic diskettes and other tangible materials, including copies thereof in Employee’s possession,
whether prepared by Employee or by others, shall be left with Employer.


 


All Confidential Information
is the property of Employer. No license or other rights to Confidential Information are granted or implied by this Agreement.


 


		3.	Disclosure and Use Restrictions.



 


Employee covenants and agrees
to treat all Confidential Information as strictly confidential, and:


 


		(a)	not to directly or indirectly disclose, publish, communicate, or make available Confidential Information,
or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including
other employees of the Company) not having a need to know and authority to know and to use the Confidential Information in connection
with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the
performance of any of Employee's authorized employment duties to the Company; and



 


		(b)	not to access or use any Confidential Information, and not to copy any documents, records, files, media,
or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from
the premises or control of the Company, except as required in the performance of any of Employee's authorized employment duties to the
Company. Employee understands and acknowledges that Employee's obligations under this Agreement regarding any particular Confidential
Information begin immediately and shall continue during and after Employee's employment by the Company until the Confidential Information
has become public knowledge other than as a result of Employee's breach of this Agreement or a breach by those acting in concert with
Employee or on Employee's behalf.



 






    -5- 


     


    

 


Nothing in this
Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation,
or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure
does not exceed the extent of disclosure required by such law, regulation, or order. Employee shall promptly provide written notice
of any such order to an authorized officer of the Company.


 


Nothing in this Agreement
prohibits or restricts Employee (or Employee's attorney) from initiating communications directly with, responding to an inquiry from,
or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other
self-regulatory organization, or any other federal or state regulatory authority regarding a possible securities law violation. In addition,
pursuant to the Defend Trade Secrets Act, 18 USC Sections 1833(b)(1) or (2): (a)  Employee will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret if (i) Employee makes such disclosure in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and such disclosure is
made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) Employee makes such disclosure in
a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and (b) if an individual
files a lawsuit for retaliation by an employer for reporting suspected violation of law, the individual may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i)  files any
document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.


 


		4.	Duration of Confidentiality Obligations



 


Employee understands and acknowledges
that her/his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Employee
first having access to such Confidential Information (whether before or after he begins employment by the Company) and shall continue
during and after her/his employment by the Company until such time as such Confidential Information has become public knowledge other
than as a result of Employee's breach of this Agreement or breach by those acting in concert with the Employee or on Employee's behalf.


 


		5.	Intellectual Property



 


Employer owns all Intellectual
Property, hereinafter defined, and Works, hereinafter defined, which Employee has made, conceived, developed, discovered, reduced to practice,
or has fixed in a tangible medium of expression, and all Intellectual Property and Works that Employee shall make, conceive, develop,
discover, reduce to practice or fix in a tangible medium of expression, alone or with others, either (a) during Employee’s
employment by Employer (including past employment by Employer, and whether or not during working hours), or (b) within one year after
Employee’s employment ends if the Intellectual Property or Works results from any work Employee performed for Employer or involved
the use or assistance of Employer’s facilities, materials, personnel, or Confidential Information.


 


Employee will promptly disclose
to Employer, will hold in trust for Employer’s sole benefit, will assign to Employer and hereby does assign to Employer, all Intellectual
Property and Works described in the prior paragraph, including all copyrights (including renewal rights), patent rights, and trade secret
rights therein, including those vested and contingent. Employee will waive and hereby does waive any moral rights Employee has or may
have in the Intellectual Property and Works described in the prior paragraph. Employee agrees that all Works Employee produces within
the scope of her/his employment (which shall include all Works Employee produces related to Employer’s business, whether or not
done during regular working hours) shall be considered “works made for hire” so that Employer will be considered the author
of the Works under the federal copyright laws. At Employer’s direction and expense Employee will execute all documents and take
all actions necessary or convenient for Employer to document, obtain, maintain, or assign its rights to these Intellectual Property and
Works. Employer shall have full control over all applications for patents or other legal protection of all Intellectual Property and Works.


 






    -6- 


     


    

 


“Intellectual Property”
means discoveries, developments, concepts, designs, ideas, improvements to existing technology, processes, procedures, machines, products,
services, manufacturing, teaching methods, compositions of matter, formulas, algorithms, computer programs and techniques, and all other
matters ordinarily intended by the word “intellectual property,” whether or not patentable or copyrightable. “Intellectual
Property” also includes all records and expressions of those matters. “Works” means original works of authorship,
including interim work product, modifications and derivative works, and all similar matters, whether or not copyrightable.


 


Pursuant to California Labor
Code Section 2870, Employee understands that this Agreement does not apply to any Intellectual Property of Employee’s for which
no equipment, supplies, facilities, or trade secret information of Employer was used and which was developed entirely on Employee’s
own time, unless (a) the Intellectual Property relates directly to Employer’s business or actual or demonstrably anticipated
research or development, or (b) the Intellectual Property results from any work Employee performed for Employer. Employee agrees
that the foregoing exclusions are intended to meet the Company’s obligations to comply with the requirements of California Labor
Code Section 2870, and understands that the provisions of this Agreement requiring assignment of Intellectual Property to the Company
do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870.


 


Employee understands that
all Intellectual Property that Employee is currently developing and all Intellectual Property belonging to Employee and made by Employee
prior to and not connected with her/his employment with Employer may be excluded from this Agreement, provided that all such Intellectual
Property is fully and accurately disclosed in Exhibit A attached to this Agreement. If Employee has not identified any Intellectual
Property on Exhibit A, Employee represents that there are no such Intellectual Properties. Unless otherwise agreed to in writing
by Employer and Employee, Employee will be deemed to grant Employer a royalty-free, unrestricted license in any Intellectual Property
and Works of Employee that he brings to Employer that are used in the course of Employer’s business or that are incorporated into
any Intellectual Property or Works that belong to Employer.


 


		6.	Definition of Company



 


The term "Company"
also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and
any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control
with the Company during the periods described herein.


 


		7.	Acknowledgment by Employee



 


Employee acknowledges and
confirms that the terms of this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and are
not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind.


 


Employee further acknowledges
and confirms that the compensation payable to Employee under this Agreement is in consideration for the duties and obligations of Employee
hereunder, including the restrictive covenants contained in this Agreement, and that such compensation is sufficient, fair and reasonable.


 


Employee further acknowledges
and confirms that her/his full, uninhibited and faithful observance of each of the covenants contained in this Agreement will not cause
her/him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair her/his
ability to obtain employment commensurate with her/his abilities and on terms fully acceptable to him or otherwise to obtain income required
for the comfortable support of him and her/his family and the satisfaction of the needs of her/his creditors.


 


Employee acknowledges and
confirms that the Confidential Information is such as would cause the Company serious injury or loss if he were to use such Confidential
Information to the benefit of a competitor or were to compete with the Company in violation of the terms of this Agreement.


 


Employee further acknowledges
that the restrictive covenants contained in this Agreement are intended to be, and shall be, for the benefit of and shall be enforceable
by, the Company's successors and assigns.


 






    -7- 


     


    

 


Employee expressly agrees
that upon any breach or violation of the provisions of this Agreement, the Company shall be entitled, as a matter of right, in addition
to any other rights or remedies it may have, to: (a) temporary and/or permanent injunctive relief in any court of competent jurisdiction
as described herein; and (b) such damages or other relief as are provided at law or in equity without being required to post a bond
or other security.


 


Employee acknowledges that
the existence of any claim or cause of action against the Company or its affiliates, whether predicated upon this Agreement or otherwise,
shall not constitute a defense to the enforcement of the restrictions contained in this Agreement.


 


		8.	No Guarantee of Employment



 


Employee understands this
Agreement is not a guarantee of continued employment and that her/his employment with Employer is at will. Employee further understands
and agrees that her/his employment is terminable at any time by Employer or Employee, with or without cause or prior notice.


 


		9.	Extension of Time



 


If Employee shall be in violation
of any provision of this Agreement, then each time limitation set forth in this Agreement shall be extended for a period of time equal
to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any
court, then the covenants set forth in this Agreement shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by Employee.


 


		10.	No Conflicting Agreements



 


Employee is not a party to
any agreements, such as a noncompetition agreement, that limit her/his ability to perform her/his duties for Employer.


 


		11.	Use of Third-Party Information



 


Employee hereby represents,
warrants and covenants that he will not, during the period of her/his employment with the Company and in the course of carrying out her/his
responsibilities to the Company, make any improper use or disclosure of information to which any third party has a rightful claim of ownership
or that is subject to an ongoing obligation of confidentiality to any third party, particularly any prior employers of Employee. Employee
further represents, warrants and covenants that he will not bring onto the premises of the Company or share with any other Employee or
agent of the Company any manuals, procedures, data, documents, or other such information acquired in connection with Employee’s
previous employment unless he has written permission from such previous employer to do so.


 


		12.	Successor in Interest



 


This Agreement shall be binding
upon and inure to the benefit of any successor in interest of Employer. This Agreement may not be assigned by Employee.


 


		13.	Governing Law



 


This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of California, without regard to principles of conflict
of laws.


 


		14.	Jurisdiction and Venue



 


The parties acknowledge that
a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Los Angeles
County, California, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the
parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this
Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law, shall be brought in the courts
of record of the State of California in Los Angeles County or the court of the United States, Central District of California; (b) consents
to the jurisdiction of each such court in any such suit, action or proceeding; (c) waives any objection which it or he may have
to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court papers
may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws
or court rules in such courts.


 






    -8- 


     


    

 


		15.	Entire Agreement



 


This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede
all prior agreements, understandings and arrangements, both oral and written, between Employee and the Company (or any of its affiliates)
with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both the Company
and Employee.


 


		16.	Notices



 


All notices required or permitted
to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt
requested or sent by confirmed electronic transmission addressed as set forth herein. Notices personally delivered, sent by facsimile
or e-mail or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing
shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three days after deposit
in the U.S. mail. Notice shall be sent: (a) if to the Company, addressed to 700 N. Central Ave., Suite 430, Glendale, California
91203, Attention: Chairman of the Board and General Counsel; and (b) if to Employee, to her/his address as reflected on the payroll
records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision.


 


		17.	Right to Consult with Counsel; No Drafting Party



 


Employee acknowledges having
read and considered all of the provisions of this Agreement carefully, and having had the opportunity to consult with counsel of her/his
own choosing, and, given this, Employee agrees that the obligations created hereby are not unreasonable. Employee acknowledges that he
has had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret
any provision in favor of or against a party on the basis of who drafted the Agreement.


 


		18.	Severability



 


The invalidity of any one
or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall not affect the enforceability
of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, provisions or provisions, section or sections or article or articles had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which
would cure such invalidity.


 


		19.	Waivers



 


The waiver by either party
hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent
breach or violation.


 


		20.	Damages; Attorneys Fees



 


Nothing contained herein shall
be construed to prevent the Company or Employee from seeking and recovering from the other damages sustained by either or both of them
as a result of its or her/his breach of any term or provision of this Agreement. In the event that either party hereto seeks to collect
any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or provisions of this Agreement,
then the prevailing party shall pay all reasonable costs and attorneys' fees of the other.


 






    -9- 


     


    

 


		21.	Section Headings



 


The section and paragraph
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.


 


		22.	Rules of Interpretation



 


Except as otherwise expressly
provided in this Agreement, the following rules shall apply to this Agreement: (a) words in the singular include the plural
and words in the plural include the singular; (b) words importing the use of any gender shall include all genders where the context
or the party referred to so requires, and the rest of the sentence shall be construed as if the necessary grammatical and terminological
changes had been made; (c) the word “or” is not exclusive and “include” and “including” are not
limiting; (d) a reference to any agreement or other contract includes any permitted supplements and amendments; (e) a reference
to a section or paragraph in this Agreement shall, unless the context clearly indicates to the contrary, refer to all sub-parts or sub-components
of any said section or paragraph; and (f) words such as “hereunder”, “hereto”, “hereof”, and
 “herein”, and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of
this Agreement and not to any particular clause hereof


 


		23.	Counterparts



 


This Agreement may be executed
in counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.
A signed copy of this Agreement (including any digital or electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) delivered by electronic mail or other means of electronic transmission of a .pdf or similar file shall be deemed to
have the same legal effect as delivery of an original signed copy of this Agreement.


 


This Agreement has been duly
signed by the parties.


 


 


	 	 	LOOP MEDIA, INC. 
	 	 	 
	By  	 	 	By  	 
		Jim Cerna	 	 Jon Niermann 
		 	Chief Executive Officer
	 	 	 
	DATED:   	 	 	DATED:   	 



 






    -10- 


     


    

 



 


EXHIBIT A 


PRIOR INTELLECTUAL
PROPERTY


 






    -11-


     


    

 





EXHIBIT B


 


Loop Media, Inc.
Insider Confidentiality and Insider Trading Compliance Certificate


 


(see attached)


 









    -12-


     


    

 


Loop Insider

Confidentiality and Insider Trading

Compliance Certificate


 


Loop Media, Inc.
(the “Company”) has adopted policies to help protect confidential information and prevent the improper insider
trading or tipping. These policies are attached to this certificate and include:


 


		·	LOOP
                                            Employee Confidentiality Policy (the “Confidentiality Policy”)






		·	LOOP
                                            Insider Trading Conduct Policy (the “Insider Trading Policy”)



 


This certificate
is required to be provided by all officers, directors, employees, advisors, and consultants, as well as any outsiders whom the Compliance
Officer may designate as insiders because they have access to material nonpublic information concerning the Company.


 


I hereby acknowledge
that I have received the Confidentiality Policy and the Insider Trading Policy and have reviewed and understand each of such Policies
and agree to comply with the terms thereof.


 


Acknowledged and
Agreed,


	 	 
	 	 
	Signature	 
	 	 
	JIM CERNA 	 
	Name	 
	 	 
	 	 
	Date	 




 









    -13-


     


    

 


LOOP Employee
Confidentiality Policy


 


Policy Brief &
Purpose


 


We designed our
company confidentiality policy to explain how we expect our employees to treat confidential information. Employees will unavoidably receive
and handle personal and private information about clients, partners, and our company. We want to make sure that this information is well-protected.


 


We must protect
this information for two reasons. It may:


 


		●	Be
                                            legally binding (e.g. sensitive customer data)






		●	Constitute
                                            the backbone of our business, providing a competitive edge



 


Scope


 


This policy affects
all employees, including board members, investors, contractors and volunteers, who may have access to confidential information.


 


Policy elements


 


Confidential and
proprietary information is secret, valuable, expensive and/or easily replicated. Common examples of confidential information are:


 


		●	Unpublished
                                            financial information



		●	Data
                                            of Customers/Partners/Vendors/Labels



		●	Patents,
                                            formulas or new technologies



		●	Customer
                                            lists (existing and prospective)



		●	Data
                                            entrusted to our company by external parties



		●	Pricing/marketing
                                            and other undisclosed strategies



		●	Documents
                                            and processes explicitly marked as confidential



		●	Unpublished
                                            goals, forecasts and initiatives marked as confidential



 


Employees may have
various levels of authorized access to confidential information.


 


What employees
should do:


 


		●	Lock
                                            or secure confidential information at all times



		●	Shred
                                            confidential documents when they’re no longer needed



		●	Make
                                            sure they only view confidential information on secure devices



		●	Only
                                            disclose information to other employees when necessary/authorized



		●	Keep
                                            confidential documents inside our company's premises or your home



 


What employees
shouldn't do:


 


		●	Use
                                            confidential information for personal benefit or profit



		●	Disclose
                                            confidential information to anyone outside of our company



		●	Replicate
                                            confidential documents/files and store them on insecure devices






 


When employees
stop working for our company or at any time sooner upon demand, they are obliged to return any confidential files and delete them from
their personal devices.


 


Confidentiality
Measures


 


We'll take measures
to ensure that confidential information is well protected. We will:


 


		●	Store
                                            and lock paper documents



		●	Encrypt
                                            electronic information and safeguard databases



		●	Ask
                                            employees to sign non-compete and/or non-disclosure agreements



		●	Require
                                            authorization by senior management to allow employees to access certain confidential information



 






    -14-


     


    

 


Disciplinary
Consequences


 


Employees who do
not respect our confidentiality policy will face disciplinary and, possibly, legal action.


 


We will investigate
every breach of this policy. We will terminate any employee who willfully or regularly breaches our confidentiality guidelines for personal
profit. We may also have to punish any unintentional breach of this policy depending on its frequency and seriousness. We will terminate
employees who repeatedly disregard this policy, even when they do so unintentionally.


 


This policy is
binding even after separation of employment.


 


Nothing in this
Policy shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, pursuant
to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed
the extent of disclosure required by such law, regulation or order. Employee shall promptly provide written notice of any such order
to an authorized officer of the Company. Nothing in this Policy prohibits or restricts Employee from initiating communications directly
with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry
Regulatory Authority (FINRA), or any other self-regulatory organization, or any other federal or state regulatory authority regarding
this Policy or its underlying facts or circumstances. Employee further acknowledges that pursuant to the Defend Trade Secrets Act, 18
USC Sections 1833(b)(1) or (2): (a)  Employee will not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret if (i) Employee makes such disclosure in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting
or investigating a suspected violation of law; or (ii) Employee makes such disclosure in a complaint or other document filed in
a lawsuit or other proceeding if such filing is made under seal; and (b) if an individual files a lawsuit for retaliation by an
employer for reporting suspected violation of law, the individual may disclose the trade secret to the attorney of the individual and
use the trade secret information in the court proceeding, if the individual (i)  files any document containing the trade secret
under seal; and (ii) does not disclose the trade secret, except pursuant to court order.


 









    -15-


     


    

 


LOOP Insider
Trading Conduct Policy


 


Purpose


 


Anyone who has
knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities
laws prohibiting insider trading. As a result, it is a violation of the policy of Loop Media, Inc. (the “Company”)
and the federal securities laws for any officer, director, employee, advisor, or consultant of the Company to:


 


		·	trade
                                            in securities of the Company while aware of “material nonpublic information”
                                            concerning the Company or






		·	communicate,
                                            “tip” or disclose material nonpublic information to outsiders so
                                            that they may trade in securities of the Company based on that information.



 


To prevent even
the appearance of improper insider trading or tipping, the Company has adopted this Insider Trading Policy (“Policy”)
for all of its officers, directors, employees, advisors or consultants and their family members, as well as for others who have access
to information through business relationships with the Company.


 


The consequences
of prohibited insider trading or tipping can be severe. Violation of this Policy by any Insider may result in disciplinary action by
the Company up to and including immediate termination for cause. Moreover, persons violating insider trading or tipping rules may
be required to:


 


		·	disgorge
                                            the profit made or the loss avoided by the trading, whether received by the insider or someone
                                            receiving a tip






		·	 pay
                                            significant civil penalties, and






		·	pay
                                            a criminal penalty and serve time in jail



 


In addition to
individual sanctions, the Company may also be required to pay civil or criminal penalties.


 


Scope


 


A.
  Covered Persons


 


This
Policy covers all directors, officers and employees, advisors or consultants of the Company and their respective family members and any
outsiders whom the Compliance Officer (referenced below) may designate as Insiders because they have access to material nonpublic information
concerning the Company (“Insiders”).


 


B.
  Covered Transactions


 


The Policy
applies to any and all transactions in the Company's securities. For purposes of the Policy, the Company's securities include its common
stock, options to purchase or sell common stock and any other type of securities that the Company may issue, such as preferred stock,
convertible debentures, warrants and exchange-traded options or other derivative securities and short sales (collectively, “Company
Securities”). Transactions in Company Securities include not only market transactions, but also private sales of Company
Securities, pledges of Company Securities to secure a loan or margin account, as well as charitable donations of Company Securities.


 


Policy Delivery


 


The Policy will
be delivered to all Insiders. Upon first receiving a copy of the Policy or any revised versions, each recipient must sign an acknowledgment
that he or she has received a copy of the Policy and agrees to comply with the Policy's terms.


 






    -16-


     


    

 


Section 16
Persons and Designated Employees


 


A.
  Section 16 Persons.


 


Each
member of the Company's Board of Directors (“Board”) and those officers of the Company designated by the Board
to be Section 16 officers of the Company are subject to the reporting provisions and trading restrictions of Section 16 of
the Securities Exchange Act of 1934 and the underlying rules and regulations promulgated by the U. S. Securities and Exchange Commission
(“SEC”) (“Section 16 Persons”). Section 16 Persons must obtain prior approval
of all trades in Company Securities from the Company's Compliance Officer in accordance with the procedures set below.


 


B.
  Designated Employees.


 


In addition
to Section 16 Persons, the Compliance Officer may designate additional officers and employees as “Designated Employees.”
Designated Employees are those officers or employees or outside consultants or contractors that the Company considers, because of their
duties, to have regular access to material nonpublic information. In addition to the Policy's general proscription against insider trading
or tipping, Designated Employees must comply with additional trading restrictions detailed below.


 


Definition of
 “Material Nonpublic Information”


 


Material
Information


 


“Material
Information” is any information about the Company that a reasonable investor would consider important in making an investment
decision to buy or sell the Company's Securities. If an investor would want to buy or sell securities based in part on the information,
the information should be considered material. In simple terms, material information is any type of information that could reasonably
be expected to affect the price of Company Securities. While it is not possible to identify all information that would be deemed “material,”
the following types of information ordinarily would be considered material:


 


• financial
performance, especially quarterly and year-end earnings; 


• significant
changes in financial performance outlook or liquidity of the Company as a whole or of a reporting segment of the Company's business; 


• company
projections that significantly differ from external expectations; 


• potential
mergers and acquisitions or the sale of significant Company assets or subsidiaries; 


• new
major contracts, orders, suppliers, customers or finance sources, or the loss thereof; 


• major
discoveries or significant changes or developments in products or product lines, research or technologies; 


• approvals
or denials of requests for regulatory approval by government agencies of products, patents or trademarks; 


• significant
changes or developments in supplies or inventory, including significant product defects, recalls or product returns; 


• significant
pricing changes; 


• stock
splits, public or private securities/debt offerings or changes in Company dividend policies or amounts; 


• significant
changes in management; 


• significant
labor disputes or negotiations, including possible strikes; 


• actual
or potential exposure to major litigation, or the resolution of such litigation; 


• possible
proxy contests; 


• imminent
or potential changes in the Company's credit rating by a rating agency; 


• voluntary
calls of debt or preferred stock of the Company; 


• the
contents of forthcoming publications that may affect the market price of Company Securities; 


• statements
by stock market analysts regarding the Company and/or its securities; 


• significant
changes in sales volumes, market share, production scheduling, product pricing or mix of sales; 


 






    -17-


     


    

 


• analyst
upgrades or downgrades of a Company Security; 


• significant
changes in accounting treatment, write-offs or effective tax rate; 


• impending
bankruptcy or financial liquidity problems of the company or one of its subsidiaries or significant business partners; 


• gain
or loss of a substantial customer or supplier; or 


• a
significant cybersecurity incident experienced by the company that has not yet been made public.





  


Nonpublic
Information


 


Information
is considered “nonpublic” until it has not been widely disseminated to the public through SEC filings, major
newswire services, national news services and financial news services and there has been sufficient time for the market to digest that
information. For the purposes of this Policy, information will be considered public after the close of trading on the second full business
day after the Company's widespread public release of the information. Thus, no transaction should take place until the third business
day after the disclosure of the material information.


 


Statement of
Company Policy and Procedures


 


Prohibited
Activities


 


No Insider
may trade in Company Securities while aware of material nonpublic information concerning the Company.


 


No Insider
may trade in Company Securities during any special trading blackout periods as designated by the Compliance Officer. The deviation of
any blackout period as well as those Insiders subject to the blackout shall be determined by the Compliance Officer. Moreover, the Insider
will not disclose to any person the applicability of a special blackout period without prior permission of the Compliance Officer.


 


No Section 16
Person or Designated Employee may trade in Company Securities without prior written approval of the Compliance Officer under the procedures
set forth below. To the extent possible, Section 16 Persons and Designated Employees should retain all records and documents that
support their reasons for making each trade.


 


No Section 16
Person or Designated Employee may trade in Company Securities outside of the applicable “trading windows” described
below.


 


The Compliance
Officer may not trade in Company Securities unless the trade(s) have been approved by the Chief Financial Officer or Chief Executive
Officer in accordance with the procedures set forth below.


 


No Insider
may “tip” or disclose material nonpublic information concerning the Company to any outside person, including family members,
even if that person is expected to hold such “tip” in confidence, unless required as part of that Insider's regular duties
for the Company or authorized by the Compliance Officer. In the case of inadvertent disclosure to an outside person, the Insider must
advise the Compliance Officer as soon as the inadvertent disclosure has been discovered. To protect against inadvertent disclosures,
all inquiries from outsiders regarding material nonpublic information about the Company must be forwarded to the Compliance Officer or
the Head of Investor Relations.


 


No Insider
may give trading advice of any kind about the Company to anyone, whether or not such Insider is aware of material nonpublic information
about the Company.


 


No Insider
may trade in any interest or position relating to the future price of Company Securities, such as a put, call or short sale.


 






    -18-


     


    

 


Without
the specific prior approval of the Compliance Officer, the Chief Executive Officer or the Board of Directors, no Insider shall accept
outside employment, as a consultant, independent contractor or employee, where the Insider is being compensated for the Insider's knowledge
of the Company or the industry or potential products of the Company.


 


Without
the specific prior approval of the Compliance Officer, the Chief Executive Officer or the Board of Directors, no Insider shall respond
to market rumors or otherwise make any public statements regarding the Company or its prospects. This includes responding to or commenting
on Internet-based bulletin boards or social media platforms. If you become aware of any rumors or false statements, you should report
them to the Compliance Officer.


 


Trading
Windows and Blackout Periods


 


Provided
that no other restrictions on trading in Company Securities apply, Section 16 Persons and Designated Employees may trade in Company
Securities during and only during the period beginning at the close of trading three full trading days following the Company's widespread
public release of quarterly or year-end earnings and ending on the last trading day of the second month following the end of the preceding
quarter.


 


Notwithstanding
the above provisions, any Section 16 Person or Designated Employee who is aware of material nonpublic information concerning the
Company may not trade in Company Securities even during a trading window until two business days after such material nonpublic information
has been subject to the Company's widespread public release of the information.


 


No Insiders
identified by the Compliance Officer as being subject to a special blackout period may trade in Company Securities during such special
blackout period. The Compliance Officer may, following consultation with the Chief Financial Officer or Chief Executive Officer, declare
such special blackout periods from time-to-time as conditions warrant. No Insider, whether or not subject to a special black out period,
may disclose to any outside third party that a special blackout period has been designated.


 


Procedures
for Approving Trades by Section 16 Individuals


 


No Section 16
Person or Designated Employee may trade in Company Securities until:


 


		·	the
                                            Section 16 Person or Designated Employee seeking to trade has notified the Compliance
                                            Officer in writing before at least one business prior to the proposed trade and the amount
                                            and nature of the proposed trade; and






		·	the
                                            Section 16 Person or Designated Employee seeking to trade has certified in writing to
                                            the Compliance Officer before no more than one business day prior to the proposed trade(s) that
                                            he or she is not aware of material nonpublic information concerning the Company.



 


If the
Compliance Officer desires to complete any trades involving Company Securities, he or she must first obtain the approval of the Chief
Executive Officer or the Chief Financial Officer of the Company.




 


The existence
of the foregoing approval procedures does not in any way obligate the Compliance Officer (or, in the case of any trade by the Compliance
Officer, the Chief Executive Officer or the Chief Financial Officer of the Company) to approve any trades requested by Section 16
Persons or the Compliance Officer.


 


All trades
approved under this section must be exercised within 2 days of the approval (the “Approval Period”). Provided,
however, if the Insider comes into possession of material nonpublic information before trading, the Insider may not trade. Trades not
exercised within the Approval Period require new approval from the Compliance Officer.




 






    -19-


     


    

 


Exceptions to
Application of Policy


 


Employee
Benefit Plans


 


The trading
prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or employees to the any
Loop Stock Purchase Plan (“SPP”) pursuant to the terms and conditions of those plans, if any. However, no officer or employee
may alter his or her instructions regarding the purchase or sale of Company Securities in such plans:


 


		·	while
                                            aware of material nonpublic information;






		·	in
                                            the case of Section 16 Persons or Designated Employees, prior to receiving approval
                                            of the purchase or sale as described above; and






		·	in
                                            the case of Section 16 Persons and Designated Employees, while any applicable trading
                                            window is closed or applicable special blackout period is in effect.



 


Stock
Option Plans.


 


Insiders
may exercise company stock options where no company stock is sold in the market. Cashless sales—e.g., “cashless sales”
where company stock is sold to pay for exercising the options—are considered under this Policy to be transactions in Company Securities
and must comply with the provisions of this Policy, including the applicability of any prior approval, trading window or blackout period
requirements as they may apply to an Insider. No cashless sale is permitted when the insider is in possession of material, nonpublic
information, except as provided below.


 


Rule 10b5-1
Plans


 


Exchange
Act Rule 10b5- l was adopted by the SEC to protect persons from insider trading liability for transactions under a written trading
plan previously established at a time when the insider did not possess material nonpublic information. Under a properly established 10b5-1
plan with respect to securities (a “10b5-1 Plan”), Insiders may complete transactions in Company Securities at
any time, including during blackout periods and outside trading windows or even when the Insider possesses material nonpublic information.
Thus a 10b5-1 Plan offers an opportunity for Insiders to establish a systematic program of transactions in Company Securities over periods
of time that might include periods in which such transactions would otherwise be prohibited under the federal securities laws or this
policy. A variety of arrangements can be structured to meet the requirements of Rule 10b5-1. In particular, a 10b5-1 Plan can take
the form of a blind trust, other trust, pre-scheduled stock option exercises and sales, pre-arranged trading instructions and other brokerage
and third-party arrangements over which the Insider has no control once the plan takes effect.


 


Insiders
who desire to implement a 10b5-1 Plan must first obtain approval of the plan by the Compliance Officer. To be eligible for approval,
the 10b5-1 Plan:


 


		·	must
                                            be established during a trading window (and not during any black out period);






		·	must
                                            be in writing;






		·	must
                                            either irrevocably set forth the future date or dates on which purchase or sale of securities
                                            are to be made, the prices at which the securities are to be purchased or sold, the broker
                                            who will be responsible for effecting the transactions (or method of transaction if not through
                                            a broker), or provide a formula for determining the price of the securities to be purchased
                                            or sold and the date or dates on which the transactions are to be completed;






		·	may
                                            not permit the direct or indirect exercise of any influence over the timing or terms of the
                                            purchase or sale by the Insider; and






		·	may
                                            not take effect until 60 days after the plan is approved by the Compliance Officer.



 


The Compliance
Officer will maintain a copy of all 10b5-1 Plans.


 


The Insider
must provide the Compliance Officer written notice of any termination or modification (in which case, the modification must be approved
in writing by the Compliance Officer prior to effectiveness and may not take effect until 60 days after the plan is approved by the Compliance
Officer.


 






    -20-


     


    

 


Reporting
of Violations


 


Any Insider
who violates this Policy or any federal, state or self regulatory organization (“SRO”) rule or law governing
insider trading or tipping, or knows of any such violation by any other Insider, must report the violation immediately to the Compliance
Officer. Upon receipt of notice of a potential violation of this Policy, the Compliance Officer:


 


		·	shall
                                            make inquiry either through the office of the General Counsel or with assistance of outside
                                            counsel, to determine whether a violation may have occurred;






		·	shall
                                            report the potential violation of this Policy to the Board of Directors if the Compliance
                                            Officer concludes a violation occurred or if the Compliance Officer is unable to conclude
                                            that no violation occurred; and






		·	upon
                                            determining that any such violation has occurred, in consultation with the Company's Disclosure
                                            Committee and, where appropriate, the Chair of the Board, will determine whether the Company
                                            should release any material nonpublic information.



 


If the
Compliance Officer or Board of Directors determines that a violation of the Policy occurred, they may discipline the Insider, including
immediate termination. The Board of Directors may also report the violation to federal or state law enforcement agencies and/or applicable
SRO.


 





VIII. Inquiries


 


Please direct all
inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer.


 


Insider Trading
Compliance Officer


 


The Company has
designated Patrick J. Sheil, as its Insider Trading Compliance Officer. The Insider Trading Compliance Officer, in consultation with
the Company's Chief Financial Officer and/or Chief Executive Officer, will review and either approve or prohibit all proposed trades
by Section 16 Persons in accordance with the procedures set forth above.


 


In addition to
the trading approval duties described above, the duties of the Insider Trading Compliance Officer shall include the following:


 


		·	administering
                                            this Policy and monitoring and enforcing compliance with all Policy provisions and procedures;






		·	with
                                            the assistance of Human Resources, overseeing the training of new and existing officers,
                                            directors, employees and others on the requirements of this Policy;






		·	responding
                                            to all inquiries relating to this Policy and its procedures;






		·	designating
                                            and announcing special trading blackout periods during which Insiders, that the Insider Trading
                                            Compliance Officer determines, may not trade in Company Securities;






		·	providing
                                            copies of this Policy and other appropriate materials to all current and new directors, officers,
                                            employees and such other persons whom the Insider Trading Compliance Officer determines may
                                            regularly have access to material nonpublic information concerning the Company, and assuring
                                            that human resources has collected and maintained the required certification of employee
                                            receipt of the Policy;






		·	administering,
                                            monitoring and enforcing compliance with all federal, state and SRO insider trading statutes,
                                            regulations and rules;






		·	proposing
                                            recommendations for revisions to the Policy to the Board of Directors as necessary to reflect
                                            changes in insider trading laws, regulations or rules of any federal or state governmental
                                            body or SRO; and














		·	maintaining
                                            as Company records originals or copies of all documents required by the provisions of this
                                            Policy or the procedures set forth herein, and copies of all required SEC reports relating
                                            to insider trading.



  


The Insider Trading
Compliance Officer may designate one or more individuals who may perform the Compliance Officer's duties in the event that the Insider
Trading Compliance Officer is unable or unavailable to perform such duties.


 






    -21-