Exhibit 10.3


 





EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature
page hereto, by and between Loop Media, Inc., a Nevada corporation (the "Company"), and Neil Watanabe (hereinafter,
the "Executive").


 


R
  E  C  I  T  A  L  S:


 


WHEREAS,
the Executive is currently employed as the Chief Financial Officer of the Company; and


 


WHEREAS,
the Executive possesses intimate knowledge of the business and affairs of the Company, its policies, methods and personnel; and


 


WHEREAS,
the Board of Directors of the Company (the "Board") recognizes that the Executive is expected to contribute to the growth
and success of the Company, and desires to assure the Company of the Executive's continued employment and to compensate him therefor;
and


 


WHEREAS,
the Board has determined that this Agreement will reinforce and encourage the Executive's continued attention and dedication to the Company;
and


 


WHEREAS,
the Executive is willing to make his services available to the Company on the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, for the reasons set forth hereinabove, and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:


 


1.            Employment.


 


1.1            Employment
and Term. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company on the terms and
conditions set forth herein.


 


1.2            Duties
of Executive. During the Term of Employment under this Agreement, the Executive shall serve as the Chief Financial Officer of the
Company, shall faithfully and diligently perform all services as may be assigned to him by the Board (provided that, such services shall
not materially differ from the services currently provided by the Executive), and shall exercise such power and authority as may from
time to time be delegated to him by the Board. The Executive shall devote his full time and attention to the business and affairs of the
Company, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company.
Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the
Executive to: (a) serve on corporate, civic or charitable boards or committees; (b) deliver lectures, fulfill speaking engagements
or teach at educational institutions; or (c) manage personal investments, so long as such activities do not significantly interfere
with or significantly detract from the performance of the Executive's responsibilities to the Company in accordance with this Agreement.


 






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2.            Term.


 


2.1            Initial
Term. The initial Term of Employment (as defined below) under this Agreement, and the employment of the Executive hereunder, shall
commence on September 30, 2021 (the "Commencement Date") and shall expire on the date that is three years from the
date hereof unless sooner terminated in accordance with Article 5 hereof (the "Initial Term").


 


2.2            Renewal
Terms. At the end of the Initial Term, the Term of Employment automatically shall renew for successive three (3) year terms
(subject to earlier termination as provided in Article 5 hereof), unless the Company or the Executive delivers written notice
to the other at least three months prior to the Expiration Date of its or his election not to renew the Term of Employment.


 


2.3            Term
of Employment and Expiration Date. The period during which the Executive shall be employed by the Company pursuant to the terms of
this Agreement is sometimes referred to in this Agreement as the "Term of Employment", and the date on which the Term
of Employment shall expire (including the date on which any renewal term shall expire), is sometimes referred to in this Agreement as
the "Expiration Date."


 


3.            Compensation.


 


3.1            Base
Salary. The Executive shall receive a base salary at the annual rate of $275,000 (the "Base Salary") during the Term
of Employment, with such Base Salary payable in installments consistent with the Company's normal payroll schedule, subject to applicable
withholding and other taxes. The Base Salary shall be adjusted for annual merit increases of a minimum of 5% and may, by action and in
the discretion of the Board, be increased at any time or from time to time but may not be decreased.


 


3.2            Bonuses.


 


(a)            During
the Term of Employment, the Executive shall participate in the Company’s annual cash incentive plan, program and/or arrangements
applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board, if one
exists, otherwise by the Board in its sole and absolute discretion. During the Term of Employment, the Executive shall have a threshold
bonus opportunity under such plan or program equal to 40 percent of his current Base Salary, a target bonus opportunity under such plan
or program equal to 65 percent of his current Base Salary, and a maximum bonus under such plan or program equal to 100 percent of his
current Base Salary, in each case based on satisfaction of performance criteria to be established by the Compensation Committee of the
Board, if one exists, otherwise by the Board. Payment of cash incentive awards shall be made in the same manner and at the same time that
other senior-level executives receive their annual cash incentive awards.


 


(b)            For
the Bonus Period in which the Executive's employment with the Company terminates for any reason other than by the Company for Cause under
Section 5.1 hereof, the Company shall pay the Executive a pro rata portion (based upon the period ending on the date on which the
Executive's employment with the Company terminates) of the bonus otherwise payable under Section 3.2(a) hereof for the Bonus
Period in which such termination of employment occurs; provided, however, that: (i) the Bonus Period shall be deemed
to end on the last day of the fiscal quarter of the Company in which the Executive's employment so terminates; and (ii) the business
criteria used to determine the bonus for this short Bonus Period shall be annualized and shall be determined based upon unaudited financial
information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, and reviewed
and approved by the Compensation Committee of the Board, if one exists, otherwise by the Board. The compensation for this Bonus Period
is sometimes hereinafter referred to as the "Termination Year Bonus."


 






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(c)            The
Executive shall receive such additional bonuses, if any, as the Compensation Committee of the Board, if one exists, otherwise as the Board
may in its sole and absolute discretion determine.


 


(d)            Any
bonuses payable pursuant to this Section 3.2 are sometimes hereinafter referred to as "Incentive Compensation."
Each period for which Incentive Compensation is payable is sometimes hereinafter referred to as a "Bonus Period."


 


(e)            Any
Incentive Compensation payable pursuant to this Section 3.2 shall be paid by the Company to the Executive within 75 days after the
end of the Bonus Period for which it is payable.


 


3.3            Review
of Agreement, Base Salary and Incentive Compensation. The Company agrees that this Agreement and the Executive’s
Base Salary shall be reviewed should shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”) be listed on an exchange registered as a national securities exchange under Section 6 of the Securities
Exchange Act of 1934 (the “Uplisting”) or in connection with a significant financing in an amount of at least
$20,000,000. Further, the Company agrees that the Executive’s Incentive Compensation shall be reviewed upon the final pricing
of any Uplisting, or if an Uplisting does not occur, the Executive’s Incentive Compensation shall be reviewed within twelve
(12) months of the Commencement Date.


 


4.            Expense
Reimbursement and Other Benefits.


 


4.1            Reimbursement
of Expenses. Upon the submission of proper substantiation by the Executive, and subject to such rules and guidelines as the Company
may from time to time adopt with respect to the reimbursement of expenses of executive personnel, the Company shall reimburse the Executive
for all reasonable expenses actually paid or incurred by the Executive during the Term of Employment in the course of and pursuant to
the business of the Company. The Executive shall account to the Company in writing for all expenses for which reimbursement is sought
and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably requested by the Company.


 


4.2            Compensation/Benefit
Programs. During the Term of Employment, the Executive shall be entitled to participate in all medical, dental, hospitalization, accidental
death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered
by the Company to its executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the
general eligibility and participation provisions set forth in such plans. In the event Executive elects not to participate in the Company’s
health plan, the Company shall reimburse Executive for the cost of alternative health care coverage of his choosing for Executive and
his dependents in an amount up to $2,000 per month. Payment for all other benefit plans will be paid in accordance with the Company’s
policy in effect for similar executive positions.


 


4.3            Working
Facilities. During the Term of Employment, the Company shall furnish the Executive with an office and such other facilities and services
suitable to his position and adequate for the performance of his duties hereunder. During any period of time where the Company supports
or requires remote working, including during the COVID-19 pandemic of 2020/2021, the Company shall pay reasonable fees and expenses for
the cost of a mobile phone, home/laptop computer, software, and other items that are reasonably required and appropriate for the performance
of his duties hereunder.


 






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4.4            Equity
Awards. During the Term of Employment, the Executive shall be eligible to be granted equity awards under (and therefore subject to
all terms and conditions of) the Company's equity incentive plan or such other plans or programs as the Company may from time to time
adopt, and subject to all rules of regulation of the Securities and Exchange Commission applicable thereto. The number and type of
equity awards, and the terms and conditions thereof, shall be determined by the Compensation Committee of the Board, if one exists, otherwise
by the Board in its discretion and pursuant to the equity incentive plan. These include annual grants of Common Stock, restricted stock
units and stock options.


 


4.5            Other
Benefits. The Executive shall receive such additional benefits, if any, as the Board shall from time to time determine.


 


4.6            Withholding.
Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive
or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine
it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company
may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law, provided it is satisfied
that all requirements of law affecting its responsibilities to withhold have been satisfied.


 


5.            Termination.


 


5.1            Termination
for Cause. The Company shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment,
for Cause as defined below. For purposes of this Agreement, the term "Cause" shall mean:


 


(a)            an
action or omission of the Executive which constitutes a willful and material breach of, or willful and material failure or refusal (other
than by reason of his disability or incapacity) to perform his duties under this Agreement which is not cured within 60 days after receipt
by the Executive of written notice of same;


 


(b)            fraud,
embezzlement, misappropriation of funds or breach of trust in connection with his services hereunder;


 


(c)            a
conviction of, or entry of a plea of guilty or nolo contendere to, a felony (other than a traffic violation); or


 


(d)            gross
negligence in connection with the performance of the Executive's duties hereunder, which is not cured within 60 days after receipt by
the Executive of written notice of same.


 


Any termination for Cause shall
be made by notice in writing to the Executive, which notice shall set forth in reasonable detail all acts or omissions upon which the
Company is relying for such termination and providing the Executive with an opportunity to cure (if curable) within a reasonable period
of time. No termination of the Executive’s employment for Cause shall be permitted unless the date of termination occurs during
the 120-day period immediately following the date that the events or actions constituting Cause first become known to the Board. The Company
also has the right, upon notice to the Executive, to terminate the Term of Employment for any reason, with or without Cause at any time
up to and including the sixtieth (60th) day following the Commencement Date.


 






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Upon any termination pursuant
to this Section 5.1, the Company shall:


 


(i)            pay
to the Executive any unpaid and accrued Base Salary through the date of termination; and


 


(ii)           pay
to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination
of Executive's employment with the Company.


 


Upon any termination effected
and compensated pursuant to this Section 5.1, the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).


 


5.2            Disability.
In the event the Executive shall be unable, or fail, to perform the essential functions of his position, with or without reasonable accommodation,
for any period of six months or more in any 12-month period, the Company shall have the option, in accordance with applicable law, to
terminate this Agreement upon written notice to the Executive. Upon termination pursuant to this Section 5.2, the Company shall:


 


(a)            pay
to the Executive any unpaid and accrued Base Salary through the effective date of termination specified in such notice;


 


(b)            pay
to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination
of the Executive's employment with the Company at the time provided in Section 3.2(e) hereof;


 


(c)            pay
to the Executive a severance payment equal to six (6) months of the Executive's Base Salary at the time of the termination of the
Executive's employment with the Company; and


 


(d)            pay
to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2(f) hereof.


 


Upon any termination effected
and compensated pursuant to this Section 5.2, the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Section 4.1 hereof).


 


5.3            Death.
Upon the death of the Executive during the Term of Employment, the Company shall:


 


(a)            pay
to the estate of the deceased Executive any unpaid and accrued Base Salary through the Executive's date of death;


 


(b)            pay
to the estate of the deceased Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before
the Executive's date of death; and


 


(c)            pay
to the estate of the deceased Executive, the Executive's Termination Year Bonus, if any, at the time provided in Section 3.2(f) hereof.


 


Upon any termination effected
and compensated pursuant to this Section 5.3, the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of the Executive's death, subject, however to the provisions of Section 4.1
hereof).


 






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5.4            Termination
Without Cause. The Company shall have the right to terminate the Term of Employment at any time by written notice to the Executive
not less than 60 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is
not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6 hereof), the Company shall:


 


(a)            pay
to the Executive any unpaid and accrued Base Salary through the termination of this Agreement;


 


(b)            pay
to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of this
Agreement;


 


(c)            pay
to the Executive his pro rata Termination Year Bonus, at the time provided in Section 3.2(f) hereof;


 


(d)            pay
to the Executive as a single lump sum payment, within 30 days of the date of the Termination of the Term of Employment equal to six (6) months
of the Executive's Base Salary then in effect; and


 


(e)            ensure
that any stock awards still vesting would become fully vested.


 


Notwithstanding any other provision
herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.4 shall be subject to his execution
and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with
such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not
more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the
final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under
applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days
following the date of the termination date.


 


Upon any termination effected
and compensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).


 


5.5            Termination
by Executive.


 


(a)            The
Executive shall at all times have the right, by written notice not less than 60 days prior to the termination date, to terminate the Term
of Employment.


 


(b)            Upon
termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6 hereof) by the
Executive without Good Reason (as defined below), the Company shall:


 


(i)            pay
to the Executive any unpaid and accrued Base Salary through the effective date of termination of the Term of Employment specified in such
notice; and


 


(ii)            pay
to the Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date on which the
Term of Employment terminates.


 


Upon any termination effected
and compensated pursuant to this Section 5.5(b), the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).


 






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(c)            Upon
termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6 hereof) by the
Executive for Good Reason, the Company shall pay to the Executive the same amounts, and shall continue to provide or compensate for all
benefits in the same amounts, that would have been payable or provided by the Company to the Executive under Section 5.4 of this
Agreement if the Term of Employment had been terminated by the Company without Cause.


 


Notwithstanding any other provision
herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.5(c) shall be subject to his
execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with
such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not
more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the
final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under
applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days
following the date of the termination date.


 


Upon any termination effected
and compensated pursuant to this Section 5.5(c), the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).


 


(d)            For
purposes of this Agreement, "Good Reason" shall mean:


 


(i)            the
assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any
other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive;


 


(ii)            any
material failure by the Company to comply with any of the provisions of Article 3 of this Agreement, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof
given by the Executive;


 


(iii)            the
Company's requiring the Executive to be based at any office or location more than 30 miles from the location of the Company's office on
the Commencement Date, except for travel reasonably required in the performance of the Executive's responsibilities; and


 


(iv)            any
purported termination by the Company of the Executive's employment otherwise than for Cause pursuant to Section 5.1 hereof, or by
reason of the Executive's disability pursuant to Section 5.2 of this Agreement, prior to the Expiration Date.


 






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5.6            Change
in Control of the Company.


 


(a)            In
the event that: (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during
the Term of Employment; and (ii) either: (A) prior to the earlier of the Expiration Date and one year after the date of the
Change in Control, either: (1) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.4 hereof
or (2) the Executive terminates the Term of Employment for Good Reason as defined in Section 5.5(d) hereof, or (B) the
Executive terminates the Term of Employment for any reason within 30 days after the Change in Control occurs, the Company shall:


 


(i)            pay
to the Executive any unpaid Base Salary through the effective date of termination;


 


(ii)           pay
to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time
as the Incentive Compensation otherwise would have been payable to the Executive;


 


(iii)          pay
to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof; and


 


(iv)          pay
to the Executive as a single lump sum payment, within 30 days of the termination of the Term of Employment, equal to the sum of (x) two
(2) times the sum of the Executive's annual Base Salary, Incentive Compensation, and the value of the annual fringe benefits
(based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the fiscal year
immediately preceding the year in which the Term of Employment terminates, plus (y) the value of the portion of his benefits under
any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination
of his employment hereunder.


 


Notwithstanding any other
provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.6 shall be subject to
his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with
such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not
more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the
final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under
applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days
following the date of the termination date.


 


Upon any termination effected
and compensated pursuant to this Section 5.6(a), the Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1 hereof).


 


(b)            For
purposes of this Agreement, the term "Change in Control" shall mean:


 


(i)            The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934) of more than 50 percent of either (A) the then outstanding shares of capital stock of the Company (the
 "Outstanding Company Capital Stock"); or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting
Securities") (the foregoing Beneficial Ownership hereinafter being referred to as a "Controlling
Interest"); provided, however, that for purposes of this Section 5.6(b), the following acquisitions
shall not constitute or result in a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition
by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any subsidiary of the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (iii) below; or


 






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(ii)            During
any period of two consecutive years (not including any period prior to the Commencement Date) individuals who constitute the Board on
the Commencement Date (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Commencement Date whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(iii)            Consummation
of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of
its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its subsidiaries (each a "Business Combination"), in each case, unless,
following such Business Combination: (A) all or substantially all of the individuals and entities who were the Beneficial Owners,
respectively, of the Outstanding Company Capital Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50 percent of the then outstanding shares of Common Stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Capital Stock and Outstanding
Company Voting Securities, as the case may be; (B) any Person that as of the Commencement Date owns Beneficial Ownership of a Controlling
Interest beneficially owns, directly or indirectly, more than 50 percent of the then outstanding shares of Common Stock of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the Board
of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution
of this initial Agreement, or of the action of the Board, providing for such Business Combination; or


 


(iv)            approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


(c)            For
purposes of Section 5.6(b) hereof, the term "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of
the Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof and shall include a "group" as defined
in Section 13(d) thereof.


 


5.7            Resignation.
Upon any termination of employment pursuant to this Article 5, the Executive shall be deemed to have resigned as an officer of the
Company and its subsidiaries, and if he was then serving as a director of the Company or any of its subsidiaries, be deemed to resign
as a director of the Company and its subsidiaries, and if required by the Board, the Executive shall upon such termination execute a resignation
letter to the applicable board of directors.


 


5.8            Survival.
The provisions of this Article 5 shall survive the termination of the Term of Employment or expiration of the term of this Agreement.


 






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6.            Restrictive
Covenants.


 


6.1            Confidential
Information.


 


(a)            Executive
hereby understands and acknowledges that because of Executive's experience with and relationship to the Company, in the course of 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"). Executive 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 the Executive might cause the Company to incur financial costs,
loss of business advantage, liability under confidentiality agreements with third parties, civil damages and criminal penalties.


 


(b)            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.


 


(c)            The
Executive 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.


 


(d)            The
Executive understands and acknowledges that Confidential Information developed by him in the course of 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 the Executive
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 the Executive, provided that such disclosure is through no direct or indirect fault of the Executive or person(s) acting
on the Executive's behalf.


 


(e)            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 the Executive
or otherwise coming into the Executive's possession, shall be the exclusive property of the Company and shall be returned immediately
to the Company on termination of the Executive's employment hereunder or on the Company's request at any time.


 






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6.2            Disclosure
and Use Restrictions.


 


(a)            Executive
covenants and agrees to treat all Confidential Information as strictly confidential, and:


 


(ii)            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 the Executive's authorized
employment duties to the Company; and


 


(iii)            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 the Executive's authorized employment duties to the Company. The Executive understands
and acknowledges that the Executive's obligations under this Agreement regarding any particular Confidential Information begin immediately
and shall continue during and after the Executive's employment by the Company until the Confidential Information has become public knowledge
other than as a result of the Executive's breach of this Agreement or a breach by those acting in concert with the Executive or on the
Executive's behalf.


 


(b)        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. The Executive shall promptly provide written notice of
any such order to an authorized officer of the Company.


 


(c)           Nothing
in this Agreement prohibits or restricts the Executive (or the Executive'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.


 


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


 


6.4       Non-solicitation
of Customers/Clients and Employees. Executive specifically understands and acknowledges that he will have access to Confidential Information,
including, specifically, without limitation, Customer/Client Information and trade secrets. Executive covenants and agrees that during
the Restricted Period, except as otherwise approved in writing by the Company, Executive shall not, either directly or indirectly, for
himself, or through, on behalf of, or in conjunction with any person, persons, partnership, association, corporation, or entity:


 











(a)            Use
any Confidential Information, including, specifically, any Customer/Client Information and/or trade secrets to directly or indirectly
solicit the customers/clients of the Company, or use to disrupt, disturb, or interfere with the relationships of the Company with its
customers/clients; or


 


(b)            Disrupt,
disturb or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding
the employees of the Company, or otherwise inducing the termination of employment of any employee of the Company. Executive also agrees
and covenants not to use any Confidential Information to directly or indirectly solicit the employees of the Company.


 


6.5        Definition
of Company. Solely for purposes of this Article 6, 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.


 






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6.6       Acknowledgment
by Executive. The Executive acknowledges and confirms that the restrictive covenants contained in this Article 6 (including without
limitation the length of the term of the Restricted Period) 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. The Executive
further acknowledges and confirms that the compensation payable to the Executive under this Agreement is in consideration for the duties
and obligations of the Executive hereunder, including the restrictive covenants contained in this Article 6, and that such compensation
is sufficient, fair and reasonable. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance
of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement
of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms
fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction
of the needs of his creditors. The Executive 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 Article 6. The Executive further acknowledges that the restrictive covenants contained in this
Article 6 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company's successors and assigns.
The Executive expressly agrees that upon any breach or violation of the provisions of this Article 6, 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 in Section 6.9 hereof; and (b) such damages as are provided at law or in
equity. 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 Article 6.


 


6.7        Restricted
Period. For purposes of this Agreement, the term "Restricted Period" shall mean, and be the same length as, the
Term of Employment; provided, however, if the Term of Employment is terminated by: (i) the Company for Cause (as defined
in Section 5.1 hereof); or (ii) the Executive for other than Good Reason (as defined in Section 5.5(d) hereof), then
the Restricted Period shall also include the 12-month period immediately following the termination of the Term of Employment. Notwithstanding
the foregoing, the Restricted Period shall end in the event that the Company fails to make any payments or provide any benefits required
by Article 5 hereof with 15 days of written notice from the Executive of such failure.


 


6.8        Reformation
by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Article 6 is invalid
or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Article 6 within
the jurisdiction of such court, such provision shall be interpreted or reformed and enforced as if it provided for the maximum restriction
permitted under such governing law.








 


6.9        Extension
of Time. If the Executive shall be in violation of any provision of this Article 6, then each time limitation set forth in this
Article 6 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 Article 6 shall be extended
for a period of time equal to the pendency of such proceeding including all appeals by the Executive.


 


6.1        Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained in Article 6
of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Article 6 of this Agreement by the
Executive or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall
be cumulative and in addition to whatever other remedies the Company may possess.


 


6.         Noncompetition.
  Except as may otherwise be approved by the Board, during the Restricted Period,
the Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an executive, salesman,
consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other
business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes
directly or indirectly (as determined by the Board) with the business of the Company in such county, city or part thereof, so long as
the Company or any successors in interest to the business and goodwill of the Company, remains engaged in such business in such county,
city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may
own, directly or indirectly, solely as an investment, securities of any entity if Executive (x) is not a controlling person of, or
a member of a group which controls, such entity; or (y) does not, directly or indirectly, own five
percent (5%) or more of any class of securities of any such entity.


 


6.12      Survival.
The provisions of this Article 6 shall survive termination of this Agreement and the Term of Employment in accordance with the terms
herein.


 






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7.            Section 409A
of the Code.


 


		(a)	The provisions of this Agreement
are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in
a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to
work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate
or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.



 


		(b)	To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as
otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange
for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that
the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of
the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments
shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred.









 


		(c)	A termination of employment shall not be deemed to have occurred for purposes of any provision of this
Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes
a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement
references to a “termination,” “termination of employment” or like terms shall have such meaning.



 


		(d)	Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation
Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of
the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet
the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service
and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation,
with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.



 


		(e)	Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee”
within the meaning of Section 409A at the time of Executive’s termination, then only that portion of the severance and benefits
payable to Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered
 “deferred compensation” under Section 409A (together, the “Deferred Compensation Separation Benefits”),
which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months
following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any
portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within
the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become
payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Executive’s termination
of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule
applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following termination but prior
to the six (6) month anniversary of Executive’s termination date, then any payments delayed in accordance with this paragraph
will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred
Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.



 


		(f)	For purposes of this Agreement, “Section 409A Limit” will mean a sum equal
(x) to the amounts payable prior to March 15 following the year in which Executive is terminated plus (y) the lesser of
two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the
Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under
Section 409A and any IRS guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under
a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.












 


		(g)	If any payment provided to Executive pursuant to this Agreement is subject to adverse tax consequences
under Code Section 409A, then Company shall make such additional payments to Executive (“409A Gross Up Payments”)
as are necessary to provide Executive with enough funds to pay the additional taxes, interest, and penalties imposed by Code Section 409A
(collectively, the “409A Tax”), as well as any additional taxes, including but not limited to additional 409A
Tax, attributable to or resulting from the payment of the 409A Gross Up Payments, with the end result that Executive shall be in the same
position with respect to his tax liability as he would have been in if no 409A Tax had ever been imposed; provided, however, that the
Company’s obligation to make payments under this Section 7 shall be limited to an amount equal to three times the 409A Tax
(not including for this purpose 409A Tax attributable to the payment of any portion of the 409A Gross Up Payment). The Company shall make
any payments required by this paragraph no later than the last day of Executive’s taxable year next following the Executive’s
taxable year in which the 409A Tax is remitted to the taxing authority.



 






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8.            Section 280G
of the Code: Limitation on Payments.


 


		(a)	The provisions of this Agreement
are intended to comply with Section 280G of the Code and any final regulations and guidance promulgated thereunder (“Section 280G”)
and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 280G. The
Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions
which are necessary, appropriate or desirable to comply with Section 280G.



 


		(b)	If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G
Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and
(ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction)
being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e.,
the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment
taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt,
on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant
to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that
results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit,
the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).






 


		(c)	Notwithstanding any provision of paragraph (a) to the contrary, if the Reduction Method or the Pro
Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that
would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction
Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows:
(A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive
as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being
terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as
a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced
(or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.



 


		(d)	Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm
engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations
required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to
be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations
hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar
days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by
Executive or the Company) or such other time as requested by Executive or the Company.



 


		(e)	If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of
Section 8(b) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise
Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of
Section 8(b)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced
Amount was determined pursuant to clause (y) Section 8(b), Executive shall have no obligation to return any portion of the Payment
pursuant to the preceding sentence.



 






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9.         Assignment.
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation
or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially
all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations
of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its
rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.





 





10.      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.


 


11.       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.


 


12.       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 the
Executive 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 the Executive.


 


13.       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 Chief Legal Officer; and (b) if to the Executive, to 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.


 


14.       Benefits;
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor
to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.


 


15.       Right
to Consult with Counsel; No Drafting Party. The Executive acknowledges having read and considered all of the provisions of this
Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the Executive agrees
that the obligations created hereby are not unreasonable. The Executive 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.


 


16.        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.





 






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17.    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.


 


18.      Damages;
Attorneys Fees. Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering
from the other damages sustained by either or both of them as a result of its or 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 party found to be at fault shall pay all reasonable costs and attorneys'
fees of the other.


 


19.      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.


 


20.     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


 


21.      No
Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or
give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives,
successors and permitted assigns, any rights or remedies under or by reason of this Agreement.


 


22.     No
Set-off or Mitigation. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any compensation earned by the Executive as a result of his employment by another employer
or otherwise, or any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this Agreement.


 


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.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first above written.








 


		COMPANY:	



 


Loop Media, Inc.


 


By: _____________________


 


Name: Jon Niermann.


 


Title: Chief Executive
Officer and Chairman


 


		Date:	



 


		EXECUTIVE:	



 


By: _____________________________


 


Neil Watanabe


 


Chief Financial Officer


 



    17


     


    





 


EXHIBIT A


 


FORM OF AGREEMENT AND GENERAL RELEASE


 


THIS AGREEMENT AND GENERAL RELEASE (the “Agreement
and General Release”) is entered into on [•], 20[•], by and between Loop Media, Inc. (the “Company”)
and Jon Niermann (the “Executive”).


 


WHEREAS, Executive has been
employed by the Company and the parties wish to resolve all outstanding claims and disputes between them relating to such employment;


 


NOW, THEREFORE, in consideration
of the mutual promises, covenants and agreements set forth in this Agreement and General Release, the sufficiency of which the parties
acknowledge, it is agreed as follows:


 


1.            General
Release of Claims. In consideration for the Executive’s promises, covenants and agreements in this Agreement and General Release,
the Company agrees to make the payments provided under Section 5 of the employment agreement entered into by the Company and the
Executive on [DATE], 2021 (the “Employment Agreement”), in accordance with the terms and subject to the conditions of such
Employment Agreement.


 


In exchange for the payments described in Section 5
of the Employment Agreement, to which the Executive would not otherwise be entitled, the Executive (for himself and his heirs, executors,
administrators, beneficiaries, personal representatives and assigns) hereby completely, forever, irrevocably and unconditionally release
and discharge, to the maximum extent permitted by law, the Company, the Company’s past, present and future parent organizations,
subsidiaries and other affiliated entities, related companies and divisions and each of their respective past, present and future officers,
directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official
capacities) and each of their respective employee benefit plans (and such plans’ fiduciaries, agents, administrators and insurers,
individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing
(the “Released Parties”) from any and all claims, actions, charges, controversies, causes of action, suits, rights,
demands, liabilities, obligations, damages, costs, expenses, attorneys’ fees, damages and obligations of any kind or character whatsoever,
that the Executive ever had, now has or may in the future claims to have by reason of any act, conduct, omission, transaction, agreement,
occurrence or any other matter whatsoever occurring up to and including the date that the Executive signs this Agreement. This general
release of claims includes, without limitation, any and all claims:


 


	·	of discrimination, harassment, retaliation, or wrongful termination;



 


	·	for breach of contract, whether oral, written, express or implied; breach of covenant of good faith and
fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent
or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business
practices; defamation; libel or slander; negligence; assault; battery; invasion of privacy; personal injury; compensatory or punitive
damages, or any other claim for damages or injury of any kind whatsoever;



 






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	·	for violation or alleged violation of any federal, state or municipal statute, rule, regulation or ordinance,
including, but not limited to, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, Title
VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1991, the Americans with Disabilities Act, the Fair Labor Standards Act,
the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification
Act, the Family & Medical Leave Act, the Sarbanes-Oxley Act of 2002, the federal False Claims Act, the Family First Coronavirus
Response Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Civil Rights Law, the New York Labor
Law, New York paid family leave law, the New York False Claims Act, any New York wage and hour laws, the California Fair Employment and
Housing Act, the Unruh Civil Rights Act, the California False Claims Act, the California Family Rights Act, the California New Parent
Leave Act, the California Labor Code, any California Industrial Welfare Commission
Wage Order, any California wage and hour law, in each case, as such laws have been or may be amended;






 


	·	for employee benefits, including, without limitation, any and all claims under the Employee Retirement
Income Security Act of 1974 (excluding COBRA);



 


	·	to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited
to, claims to stock or stock options or incentive units;



 


	·	arising out of or relating to any promise, agreement, offer letter, contract (whether oral, written, express
or implied), understanding, personnel policy or practice, or employee handbook;



 


	·	relating to or arising from the Executive’s employment with the Company, the terms and conditions
of that employment, and the termination of that employment, including, without limitation any and all claims for discrimination, harassment,
retaliation or wrongful discharge under any common law theory, public policy or any federal state or local statute or ordinance not expressly
listed above; and



 


	·	any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’
fees, costs and disbursements.



 


The Executive expressly acknowledges that this
general release of claims includes any and all claims arising up to and including the date the Executive signs and returns this Agreement
and General Release which the Executive has or may have against the Released Parties, whether such claims are known or unknown, suspected
or unsuspected, asserted or un-asserted, disclosed or undisclosed. By signing this Agreement and General Release, the Executive expressly
waives any right to assert that any such claim, demand, obligation or cause of action has, through ignorance or oversight, been omitted
from the scope of this release and further waives any rights under statute or common law principles that otherwise prohibit the release
of unknown claims. The Executive expressly acknowledges that the Executive does not as of the date of execution of this Agreement and
General Release have any known or suspected claim(s) against any of the Released Parties the factual foundation for which involve(s) unlawful
discrimination or harassment.


 


Further
Release By the Executive Of the Released Parties. The Executive expressly acknowledges that, in further consideration
of the severance payment and opportunity to receive such payment set forth in the Employment Contract, the Executive waives all rights
afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”), or any other law
or statute of similar effect in any jurisdiction with respect to the released Claims, with respect to the Released Parties. Section 1542
states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.” Notwithstanding the provisions of Section 1542 and for the purpose of implementing a full and complete release
of all Claims, the Executive expressly acknowledges and agrees that this Agreement and General Release releases all Claims existing or
arising prior to the Executive’s execution of this Agreement and General Release which the Executive has or suspects he may have
against the Released Parties whether such claims are known or unknown and suspected or unsuspected by him and the Executive forever waives
all inquiries and investigations into any and all such claims. The Executive understands and acknowledges that the significance and consequence
of this waiver of Civil Code §1542, is that even if the Executive should suffer additional injuries or damages arising out of the
released Claims, the Executive will not be permitted to make any claim for those injuries or damages.


 






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This
general release of claims does not apply to, waive or affect: any rights or claims that may arise after the date the
Executive signs and returns this Agreement and General Release; any claim for workers’ compensation benefits (but it does
apply to, waive and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation
claim); claims for unemployment benefits or any other claims or rights that by law cannot be waived in a private agreement between
an employer and employee; or the Executive’s rights to any vested benefits to which the Executive is entitled under the terms
of the applicable employee benefit plan (the “Excluded Claims”). This general release of claims also does
not apply to, waive, affect, limit or interfere with the Executive’s preserved rights described in section 9
below.


 


2.            Waiver
of Claims under ADEA; Time to Consider/Revoke. The Executive acknowledges, understands and agrees that the general release of claims
in section 1 above includes, but is not limited to, a waiver and release of all claims that the Executive may have under the
Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) arising up to and including the date that
the Executive signs and returns this Agreement and General Release. As required by the Older Workers Benefit Protection Act of 1990, the
Executive is hereby advised that:


 


	·	the Executive is not waiving any rights or claims under the ADEA that may arise after the date the Executive
signs this Agreement and General Release; and nothing in this Agreement and General Release prevents or precludes the Executive from challenging
(or seeking a determination of) the validity of the waiver under the ADEA.



 


The
Executive acknowledges that (i) he has been given at least twenty-one (21) calendar days (forty-five (45) days if
required under applicable law) to consider this Agreement and General Release and that modifications hereof which are mutually agreed
upon by the parties hereto, whether material or immaterial, do not restart the twenty-one day period; (ii) he has seven (7) calendar
days from the date he executes this Agreement and General Release in which to revoke it; and (iii) this Agreement and General Release
will not be effective or enforceable nor the amounts set forth in Section 1 paid unless the seven-day revocation period ends without
revocation by the Executive. Revocation can be made by delivery and receipt of a written notice of revocation to [INSERT NAME/TITLE AND
ADDRESS], by midnight on or before the seventh calendar day after the Executive signs the Agreement and General Release.


 


The Executive acknowledges that he has been advised
to consult with an attorney of his choice with regard to this Agreement and General Release. The Executive hereby acknowledges that he
understands the significance of this Agreement and General Release, and represents that the terms of this Agreement and General Release
are fully understood and voluntarily accepted by him.


 


3.            No
Pending Claims. The Executive represents and warrants that he has no charges, lawsuits, or actions pending in his name against any
of the Released Parties relating to any claim that has been released in this Agreement and General Release. The Executive also represents
and warrants that he has not assigned or transferred to any third party any right or claim against any of the Released Parties that he
has released in this Agreement and General Release.


 


4.            Covenant
not to Sue. Except as provided in section 9 below, the Executive covenants and agrees that he will not report, institute or
file a charge, lawsuit or action (or encourage, solicit, or voluntarily assist or participate in, the reporting, instituting, filing or
prosecution of a charge, lawsuit or action by a third party) against any of the Released Parties with respect to any claim that has been
released in this Agreement and General Release.


 






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5.            Cooperation
with Investigations/Litigation. The Executive agrees, at the Company’s request, to reasonably cooperate, by providing truthful
information, documents and testimony, in any Company investigation, litigation, arbitration, or regulatory proceeding regarding events
that occurred during his employment with the Company. The Executive’s requested cooperation may include, for example, making himself
reasonably available to consult with the Company’s counsel, providing truthful information and documents, and to appear to give
truthful testimony. The Company will, to the extent permitted by applicable law and court rules, reimburse the Executive for reasonable
out-of-pocket expenses that he incurs in providing any requested cooperation, so long as he provides advance written notice to the Company
of such request for reimbursement and provide satisfactory documentation of the expenses. Nothing in this section is intended to, and
shall not, preclude or limit the Executive’s preserved rights described in section 9 below.


 


6.            Confidentiality
of this Agreement and General Release; Non-Disparagement. The Executive agrees that he will not disclose to others the existence or
terms of this Agreement and General Release, except to his immediate family, attorneys and bona fide financial advisors and then only
after securing the agreement of such individual(s) to maintain the confidentiality of this Agreement and General Release. The Executive
also agrees that he will not at any time make any disparaging or derogatory statements concerning the Company or its business, products
and services. However, nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his preserved
rights described in section 9 or restrict or limit him from providing truthful information in response to a subpoena, other legal
process or valid governmental inquiry. To the extent required by law, nothing in this section is intended to, and shall not, restrict
or limit the Executive from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or
alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when the Executive has
been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency
or the legislature.


 


7.            Non-Disclosure/Affirmation
of Continuing Obligations. The Executive acknowledges and agrees that the confidentiality, intellectual property assignment, non-competition,
non-solicitation and other restrictive covenants contained in the Employment Agreement (the “Restrictive Covenants”)
shall remain in full force and effect in accordance with their terms, and Executive hereby reaffirms Executive’s agreement to comply
with such Restrictive Covenants.


 


8.            Return
of Company Documents and Other Property. The Executive confirms that he has returned to the Company any and all Company documents,
materials and information (whether in hardcopy, on electronic media or otherwise) related to Company business and/or containing any non-public
information concerning the Company or its clients, as well as all equipment, keys, access cards, credit cards, computers, computer hardware
and software, electronic devices and any other Company property in his possession, custody or control. The Executive also represents and
warrants that he has not retained copies of any Company documents, materials or information (whether in hardcopy, on electronic media
or otherwise). The Executive also agrees that he will disclose to the Company all passwords necessary or desirable to enable the Company
to access all information which he has password-protected on any of its computer equipment or on its computer network or system.


 


9.            Preserved
Rights: This Agreement and General Release is not intended to, and shall not, in any way prohibit, limit or otherwise interfere with


 


(a)            the
Executive’s protected rights under federal, state or local employment discrimination laws (including, without limitation, the ADEA
and Title VII) to communicate or file a charge with, initiate, testify, assist, comply with a subpoena from, or participate in any manner
in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”) or similar federal, state
or local government body or agency charged with enforcing employment discrimination laws; provided, however, the Executive shall not be
entitled to any relief or recovery (whether monetary or otherwise), and the Executive hereby waives any and all rights to relief or recovery,
under, or by virtue of, any such filing of a charge with, or investigation, hearing or proceeding conducted by, the EEOC or any other
similar federal, state or local government agency relating to any claim that has been released in this Agreement and General Release;
or


 






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(b)            the
Executive’s protected right to test in any court, under the Older Workers Benefit Protection Act, or like statute or regulation,
the validity of the waiver of rights under ADEA in this Agreement and General Release; or


 


(c)            the
Executive’s protected right to disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits
to which he is entitled; or


 


(d)            the
Executive’s right to enforce the terms of this Agreement and General Release and to exercise his rights relating to any other Excluded
Claims.


 


10.            No
Admission. Nothing contained in this Agreement and General Release will constitute or be treated as an admission by the Executive,
the Company or any of the other Released Parties of any liability, wrongdoing or violation of law.


 


11.            Miscellaneous


 


(a)            This
Agreement and General Release shall inure to the benefit of the Company and the other Released Parties and shall be binding upon the Company
and its successors and assigns. This Agreement and General Release also shall inure to the benefit of, and be binding upon, the Executive
and his heirs, executors, administrators, trustees and legal representatives. This Agreement and General Release is personal to the Executive
and he may not assign or delegate his rights or duties under this Agreement and General Release, and any such assignment or delegation
will be null and void.


 


(b)            The
provisions of this Agreement and General Release are severable. If any provision in this Agreement and General Release is held to be invalid,
illegal or unenforceable, the remaining provisions of this Agreement and General Release will remain in full force and effect and the
invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal and enforceable to the maximum
extent permitted by law.


 


(c)            The
Company and the Executive shall each bear their own costs, fees (including, without limitation, attorney’s fees) and expenses in
connection with the negotiation, preparation and execution of this Agreement and General Release.


 


(d)            The
failure of the Company to seek enforcement of any provision of this Agreement and General Release in any instance or for any period of
time shall not be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the
future.


 


(e)            Given
the full and fair opportunity provided to each party to consult with their respective counsel regarding terms of this Agreement and General
Release, ambiguities shall not be construed against either party by virtue of such party having drafted the subject provision.


 


(f)            The
headings in this Agreement and General Release are included for convenience of reference only and shall not affect the interpretation
of this Agreement and General Release.


 






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(g)            This
Agreement and General Release may be executed in counterparts, each of which shall be deemed an original but all of which together will
constitute one and the same instrument. This Agreement and General Release, or a signature page thereto intended to be attached to
a copy of this Agreement and General Release, signed and transmitted by facsimile machine, telecopier or other electronic means (including
via transmittal of a “pdf” file) shall be deemed and treated as an original document. The signature of any person thereon,
for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding
effect as an original signature on an original document. At the request of any party hereto, any facsimile, telecopy or other electronic
document is to be re-executed in original form by the persons who executed the facsimile, telecopy of other electronic document. No party
hereto may raise the use of a facsimile machine, telecopier or other electronic means or the fact that any signature was transmitted through
the use of a facsimile machine, telecopier or other electronic means as a defense to the enforcement of this Agreement and General Release.


 


(h)            All
matters affecting this Agreement and General Release, including the validity thereof, are to be governed by, and interpreted and construed
in accordance with, the laws of the State of California applicable to contracts executed in and to be performed in that State.


 


13.            Opportunity
to Review. The Executive represents and warrants that he:


 


		·	has had sufficient opportunity to consider this Agreement and General Release;



 


		·	has carefully read this Agreement and General Release and understand all of its terms;



 


		·	is not incompetent and has not had a guardian, conservator or trustee appointed for him;



 


		·	has entered into this Agreement and General Release of his own free will and volition and that, except
for the promises expressly made by the Company in this Agreement and General Release, no other promises or agreements of any kind have
been made to him by any person or entity whatsoever to cause him to sign this Agreement and General Release;



 


		·	understands that he is responsible for his own attorneys’ fees and costs;



 


		·	has been advised and encouraged by the Company to consult with his own independent counsel before signing
this Agreement and General Release;



 


		·	has had the opportunity to review this Agreement and General Release with counsel of his choice or has
chosen voluntarily not to do so;



 


		·	was given at least twenty-one (21) days (forty-five (45) days if required under applicable law) to
review this Agreement and General Release before signing it and understood that he was free to use as much or as little of the review
period as he wished or considered necessary before deciding to sign it; and



 


		·	understands that this Agreement and General Release is valid, binding, and enforceable against the Executive
and the Company according to its terms.



 


[SIGNATURE PAGE FOLLOWS THIS PAGE]


 






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IN WITNESS WHEREOF, the Executive has executed this Agreement and General
Release on the date set forth below.


 


	Witness:	 	 
	 	 	 
	 	 	 
	 	 	
    Neil Watanabe

    [Address]



 


Agreed to and accepted on ________________________.


 


	 	LOOP MEDIA, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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