Exhibit 10.2


 


NEITHER THIS WARRANT, NOR
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT OF 1933"), OR QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968 OR OTHER APPLICABLE SECURITIES LAWS ("STATE
SECURITIES LAWS"), AND THIS WARRANT HAS BEEN, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, WILL BE, ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER STATE SECURITIES LAWS RELATED THERETO
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND STATE SECURITIES LAWS, RESPECTIVELY, OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OF 1933.


 


LOOP MEDIA, INC.


 


AMENDED AND RESTATED


 


COMMON STOCK WARRANT


 


Aggregate Exercise Price: $[ ]


Aggregate Exercisable Warrant Stock: [ ]


 


Issue Date: [ ]


Warrant Number: CSWCN #[ ]


 


This certifies that [
] (the "Investor"), or any party to whom this Common Stock Warrant (this "Warrant") is assigned
in compliance with the terms hereof (Investor and any such assignee being hereinafter sometimes referenced as "Holder"),
is entitled to subscribe for and purchase the number of shares of fully paid and nonassessable Warrant Stock (as such term is described
below) of Loop Media, Inc., a Nevada corporation (the "Company"), that has an aggregate purchase price equal to
the Aggregate Exercise Price (as defined below). The purchase price of each such share of Warrant Stock shall be equal to the Warrant
Exercise Price (as defined below). This Warrant may be exercised during the period commencing upon the date first written above and ending
on the earliest of: (a) 5:00 p.m., Pacific Time on December 1, 2024; or (b) a Change of Control (as defined below).


 


ARTICLE I DEFINITIONS


 


		1.1	"Aggregate
                                            Exercise Price" means $[ ].



 


1.2          "Change
of Control" means any of the following events or series of related events: (i) the sale, lease, exchange, license
or other transfer of all or substantially all of the Company's assets (determined on a consolidated basis) to any Person or group (as
such term is used in Section 13(d)(3) of the Exchange Act); (ii) the transfer, directly or indirectly, to any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3
under the Exchange Act) of more than 50% of the aggregate voting power of the fully diluted equity interests in the Company (but excluding for the purposes of the
calculation of the fully diluted equity interests in the Company, any Common Stock that would be issued on conversion of the Notes);
or (iii) any merger, or other similar transaction to which the Company is a party as a result of which the shareholders of the Company
immediately prior to such transaction beneficially own less than 50% of the aggregate voting power of the fully diluted equity interests
in the surviving Person (or, if the Common Stock is exchanged for or otherwise converted into common equity of another Person in such
transaction, the successor company) (but excluding for the purposes of the calculation of the fully diluted equity interests in the Company,
any Common Stock that would be issued on exercise of the Warrants). Notwithstanding the foregoing, a bona fide equity financing transaction
in which the Company is the surviving corporation and the proceeds of such transaction are not to be used to repurchase or redeem capital
stock of the Company shall not be deemed to be a Change of Control.


 






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1.3          "Common
Stock" means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


1.4          "Exchange
Act" means the United States Securities Exchange Act of 1934, as amended.


 


1.5          "Holder"
shall have the meaning set forth in the introductory paragraph of this Warrant.


 


1.6          "Investor"
shall have the meaning set forth in the introductory paragraph of this Warrant.


 


1.7          "Notes"
means the up to $3,000,000 principal amount of Senior Secured Promissory Notes initially issued on December 1, 2020 and
convertible into Common Stock.


 


1.8          "Other
Stock" means the securities of the Company into which Warrant Stock may be converted pursuant to the terms of Warrant
Stock, which may include but not be limited to another class or series of common stock of the Company, but only if the terms of the Warrant
Stock provide for such conversion.


 


1.9          "Person"
means any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership
(whether or not having separate legal personality) or two or more of the foregoing.


 


1.10        "Rights"
means any options, warrants, or rights to purchase common stock or convertible securities.


 


1.11        "Qualified
IPO” means a bona fide underwritten public offering of Common Stock: (i) in which such stock is listed on the Nasdaq
Stock Market or New York Stock Exchange; and (ii) for gross proceeds at least equal to the aggregate principal amount of the Notes
issued.


 


1.12        "Securities
Act" shall have the meaning set forth in the introductory paragraph of this Warrant.


 


1.13        "Warrant
Exercise Price" means $2.75.


 






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1.14        "Warrant
Stock" means the Common Stock.


 


ARTICLE II EXERCISE
AND PAYMENT


 


2.1          Exercise.
The purchase rights represented by this Warrant may be exercised by Holder, in whole or in part, by the surrender of this Warrant at
the principal office of the Company, accompanied by the form of Notice of Exercise attached hereto as Exhibit A, and
by the payment to the Company, by cash or by certified, cashier's or other check acceptable to the Company, or forgiveness of any debt
owed by the Company to Holder, of an amount equal to the aggregate Warrant Exercise Price (rounded up to the nearest whole cent) of the
shares being purchased.


 


2.2          Automatic
Conversion. If the Warrant Stock issuable under this Warrant has been automatically converted into Other Stock, this Warrant shall
automatically convert into a right to purchase Other Stock, and the Warrant Exercise Price shall be divided by the number of shares of
Other Stock which were received upon conversion of one share of such Warrant Stock at the time of such automatic conversion.


 


2.3          Stock
Certificates. In the event of any exercise of the rights represented by this Warrant, unless the Company's common stock is held in
book-entry only form, in which case the Company's transfer agent shall provide a statement of holdings, certificates for the shares of
Warrant Stock so purchased shall be delivered to Holder within a reasonable time and, unless this Warrant has been fully exercised or
has expired, a new Warrant representing the remaining unexercised portion hereof shall also be issued to Holder at such time. Notwithstanding
the date of the delivery of the certificate(s) for such Warrant Stock, the person in whose name the certificate(s) for such
Warrant Stock are to be issued shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer
books are open after the date of the appropriate Notice of Exercise is received by the Company.


 


2.4          Stock
Fully Paid; Reservation of Shares. The Company covenants and agrees that all Warrant Stock which may be issued upon the exercise
of the rights represented by this Warrant (any Other Stock receivable upon any conversion of Warrant Stock) will, upon issuance, be fully
paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (excluding taxes based on the income
of Holder). The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times use its best efforts to have authorized and reserved for issuance a sufficient number of shares
of its Warrant Stock or other securities as would be required upon the full exercise of the rights represented by this Warrant.


 


2.5           Fractional
Shares. No fractional share of Warrant Stock will be issued in connection with any exercise hereof; in lieu of a fractional share
upon complete exercise hereof, Holder may purchase a whole share by delivering payment equal to the appropriate portion of the then effective
Warrant Exercise Price.


 






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ARTICLE III


 


CERTAIN ADJUSTMENTS OF
NUMBER OF SHARES PURCHASABLE AND WARRANT EXERCISE PRICE


 


The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:


 


3.1          Reclassification,
Consolidation or Merger. In case of, after the Warrant Stock is determinable: (a) any reclassification or change of outstanding
securities issuable upon exercise of this Warrant; (b) any consolidation or merger of the Company with or into another corporation
(other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification,
change or exchange of outstanding securities issuable upon exercise of this Warrant); or (c) any sale or transfer to another corporation
of all, or substantially all, of the assets of the Company, in each case which does not constitute a Change of Control, then, and in
each such event, the Company or such successor or purchasing corporation, as the case may be, shall execute a new Warrant of like form,
tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise,
in lieu of each share of Warrant Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and
property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Warrant Stock
issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation,
merger, sale or transfer. Such new Warrant shall be as nearly equivalent in all substantive respects as practicable to this Warrant and
the adjustments provided in this Article III and the provisions of this Section 3.1, shall similarly apply to successive reclassifications,
changes, consolidations, mergers, sales and transfers.


 


3.2          Subdivision
or Combination of Shares. If the Company shall at any time while this Warrant remains outstanding and less than fully exercised:
(a) divide its Warrant Stock, the number of shares into which this Warrant shall be exercisable shall be proportionately increased
and the Warrant Exercise Price shall be proportionately reduced; or (b) shall combine shares of its Warrant Stock, the number of
shares into which this Warrant shall be exercisable shall be proportionately decreased and the Warrant Exercise Price shall be proportionately
increased.


 


3.3          Adjustments
for Dividends in Stock or other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and less
than fully exercised Holders of the securities as to which purchase rights under this Warrant exist at the time shall have received,
or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without
payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon
exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock
or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such event, retained such shares and/or all such other additional stock during such
period, giving effect to all adjustments called for during such period by the provisions of this Section 3.3.


 






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3.4          Time
of Adjustments to the Warrant Exercise Price. All adjustments to the Warrant Exercise Price and the number of shares purchasable
hereunder, unless otherwise specified herein, shall be effective as of the earlier of:


 


		(a)	the effective date of a division or combination
                                            of shares; and



 


(b)           the
record date of any action of holders of any class of the Company's equity taken for the purpose of entitling holders of Warrant Stock
to receive a distribution or dividend payable in securities of the Company, provided that such division, combination, distribution or
dividend actually occurs.


 


3.5          Notice
of Adjustments. In each case of an adjustment in the Warrant Exercise Price and the number of shares purchasable hereunder, the Company,
at its expense, shall cause the Chief Financial Officer of the Company to compute such adjustment and prepare a certificate setting forth
such adjustment and showing in detail the facts upon which such adjustment is based. The Company shall promptly mail a copy of each such
certificate to Holder pursuant to Section 6.7 hereof.


 


3.6          Duration
of Adjusted Warrant Exercise Price. Following each adjustment of the Warrant Exercise Price, such adjusted Warrant Exercise Price
shall remain in effect until a further adjustment of the Warrant Exercise Price.


 


3.7          Adjustment
of Number of Shares. Upon each adjustment of the Warrant Exercise Price pursuant to this Article III, the number of shares of
Warrant Stock purchasable hereunder shall be adjusted to the nearest whole share, to the number obtained by dividing the Aggregate Exercise
Price by the Warrant Exercise Price as adjusted.


 


ARTICLE IV TRANSFER,
EXCHANGE AND LOSS


 


4.1          Transfers.
Subject to applicable law, this Warrant is transferable on the books of the Company at its principal office by the registered Holder
hereof upon surrender of this Warrant properly endorsed, subject to compliance with federal and state securities laws. The Company shall
issue and deliver to the transferee a new Warrant or Warrants representing the Warrants so transferred. Upon any partial transfer, the
Company will issue and deliver to Holder a new Warrant or Warrants with respect to the Warrants not so transferred, at Holder’s
cost and expense. Notwithstanding the foregoing, Holder shall not be entitled to transfer a number of shares or an interest in this Warrant
representing less than fifty percent (50%) of the Aggregate Exercise Price initially covered by this Warrant. Any transferee shall be
subject to the same restrictions on transfer with respect to this Warrant as the Investor.


 


4.2          Securities
Laws. If required by the Company, in connection with each issuance of shares of Warrant Stock upon exercise of this Warrant, Holder
will give: (a) assurances in writing, satisfactory to the Company, that such shares are being purchased solely for Holder's own
account and not as a nominee for any other party, for investment and not with a view to the distribution thereof in violation of applicable
laws, (b) sufficient information, in writing, to enable the Company to rely on exemptions from the registration or qualification
requirements of applicable laws, if available, with respect to such exercise, and (c) its cooperation to the Company in connection
with such compliance.


 


4.3          Exchange.
This Warrant is exchangeable at the principal office of the Company for Warrants which represent, in the aggregate, Holder's rights to
purchase the number of shares of Warrant Stock at the Warrant Exercise Price, as set forth above, subject to adjustment from time to
time as set forth herein; each new Warrant to represent the right to purchase such portion thereof as Holder shall designate at the time
of such exchange. Each new Warrant shall be identical in form and content to this Warrant, except for appropriate changes in the number
of shares of Warrant Stock covered thereby and any other changes which are necessary in order to prevent the Warrant exchange from changing
the respective rights and obligations of the Company and Holder as they existed immediately prior to such exchange.


 






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4.4          Loss
or Mutilation. Upon receipt by the Company of evidence satisfactory to it of the ownership of, and the loss, theft, destruction or
mutilation of, this Warrant and (in the case of loss, theft, or destruction) of indemnity satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant.


 


ARTICLE V HOLDER
RIGHTS


 


5.1          No
Stockholder Rights Until Exercise. No Holder hereof, solely by virtue hereof, shall be entitled to any rights as a shareholder
of the Company. Holder shall have all rights of a stockholder with respect to securities purchased upon exercise hereof as of the date
of such exercise.


 


ARTICLE VI MISCELLANEOUS


 


6.1          Governmental
Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and securities acts filings under federal and state laws, which may be
or become requisite in connection with the issuance, sale, and delivery of this Warrant, and the issuance, sale and delivery of the Warrant
Stock or other securities or property issuable or deliverable upon exercise of this Warrant.


 


6.2          Governing
Laws. This Warrant will be governed by and construed in accordance with the laws of the State of California, excluding that body
of laws pertaining to conflict of laws. If any provision of this Warrant is determined by a court of law to be illegal or unenforceable,
such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. If such
clause or provision cannot be so enforced, such provision shall be stricken from this Warrant, as applicable, and the remainder of this
Warrant, as applicable, shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable)
never been contained in this Warrant, as applicable.


 


6.3          Binding
Upon Successors and Assigns. Subject to, and unless otherwise provided in, this Warrant, each and all of the covenants, terms, provisions,
and agreements contained herein shall be binding upon, and inure to the benefit of the permitted successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.


 


6.4          Severability.
If any one or more provisions of this Warrant, or the application thereof, shall for any reason and to any extent be invalid or unenforceable,
the remainder of this Warrant and the application of such provisions to other persons or circumstances shall be interpreted so as best
to reasonably effect the intent of the parties hereto. The parties further agree to replace any such void or unenforceable provisions
of this Warrant with valid and enforceable provisions which will achieve, to the extent possible, the economic, business and other purposes
of the void or unenforceable provisions.


 


6.5          Amendments,
Waivers, Modifications. This Warrant may be amended only by a written agreement executed by each of the parties hereto. No amendment
of or waiver of, or modification of any obligation under this Warrant will be enforceable unless set forth in a writing signed by the
party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto
and each of their respective successors and assigns. The failure of any party to enforce any of the provisions hereof shall not be construed
to be a waiver of the right of such party thereafter to enforce such provision as to that or any other instance. No waiver granted under
this Warrant as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein or
therein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.


 






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6.6          Attorneys'
Fees. Should suit be brought to enforce or interpret any part of this Warrant, the prevailing party shall be entitled to recover,
as an element of the costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court (including without limitation,
costs, expenses and fees on any appeal). The prevailing party shall be the party entitled to recover its costs of suit, regardless of
whether such suit proceeds to final judgment. A party not entitled to recover its costs shall not be entitled to recover attorneys' fees.
No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining if a party is entitled
to recover costs or attorneys' fees.


 


6.7          Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed sufficient upon delivery,
when delivered personally or by overnight courier or sent by e-mail or facsimile (upon customary confirmation of receipt), or forty-eight
(48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be
notified at such party's address or fax number as set forth in the Company's records.


 


6.8          No
Endorsement. Holder understands that no federal or state securities administrator has made any finding or determination relating
to the fairness of investment in the Company or purchase of the Warrant Stock hereunder and that no federal or state securities administrator
has recommended or endorsed the offering of securities by the Company hereunder.


 


6.9          Further
Assurances. The Company and Holder each agree to cooperate fully with the other and to execute such further instruments, documents
and agreements and to give such further written assurances, as may be reasonably requested by the other party to better evidence and
reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Warrant.


 


6.10        Prior
Warrant. The Company and Holder each acknowledge and agree that this Amended and Restated Common Stock Warrant amends and restates,
and supersedes and replaces, in its entirety, that certain Common Stock Warrant with the original Warrant Number CSWCN #[ ] and original
issue date of [  ] (the “Prior Warrant”). Should there be any conflict between any of the terms of the
Prior Warrant and the terms of this Warrant, the terms of this Warrant shall control.


 


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INVESTOR ACKNOWLEDGES
THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN TAX ADVISOR WITH SPECIFIC REFERENCE TO ITS OWN TAX SITUATION AND THE POTENTIAL EFFECT OF
APPLICABLE LAWS AND REGULATIONS. THE COMPANY HAS NOT AND DOES NOT PROVIDE ANY ADVICE CONCERNING ANY OF THE POTENTIAL TAX CONSIDERATIONS
AND CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP OR DISPOSITION OF THIS WARRANT OR THE WARRANT STOCK. IN ADDITION, THE COMPANY
HAS NOT OBTAINED, NOR DOES IT INTEND TO OBTAIN, A RULING FROM THE IRS OR AN OPINION OF COUNSEL WITH RESPECT TO ANY TAX CONSEQUENCES OF
ACQUIRING, OWNING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK.


 


NEITHER THE COMPANY, NOR
ITS COUNSEL, BAHNSEN LEGAL GROUP, PLLC, IS RESPONSIBLE, NOR DOES EITHER DIRECTLY OR INDIRECTLY ASSUME RESPONSIBILITY, FOR THE TAX
OR LEGAL CONSEQUENCES OF THIS WARRANT OR THE TRANSACTION TO INVESTOR. INVESTOR SHOULD CONSULT ITS OWN TAX AND LEGAL ADVISORS AS TO THE
PARTICULAR TAX AND LEGAL CONSEQUENCES TO IT OF ACQUIRING, HOLDING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK, INCLUDING THE
EFFECT AND APPLICABILITY OF FEDERAL, STATE AND LOCAL TAX LAWS.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Common Stock Warrant as of the date first set forth above.


 


	 	LOOP MEDIA, INC., a Nevada corporation




 


	 	By:	
	 	 	Jon Niermann, CEO




 


	 	WARRANT HOLDER




 


	 	By:




 





	 	By:	 
	 	 	Title:


 






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Exhibit A


 


NOTICE OF EXERCISE OF COMMON STOCK WARRANT
BY PAYMENT OF WARRANT EXERCISE PRICE


 


	 	[Date]   	 	 
	Loop Media, Inc.	 	Aggregate Exercise Price	 
	 	 	of Warrant	 
	 	 	Before Exercise:	$	 
	Attention: Chief Executive Officer	 	 	 
	 	 	Aggregate Exercise Price	 
	 	 	Being Exercised:	$	 
	 	 	 	 	 
	 	 	Warrant Exercise Price:	$	 
	 	 	per share	 
	 	 	 	 
	 	 	Number of Shares of	 
	 	 	Warrant Stock to be	 
	 	 	Issued

    Under this Notice:
	 

     
	 

	 	 	 	 	 
	 	 	Remainder Aggregate	 
	 	 	Price (if any)	 
	 	 	After Issuance:	$	 


 


EXERCISE


 


Ladies and Gentlemen:


 


The undersigned registered
Holder of the Common Stock Warrant delivered herewith ("Warrant"), hereby irrevocably exercises such Warrant for, and
purchases thereunder, shares of the Warrant Stock of Loop Media, Inc., a Nevada corporation, as provided below. Capitalized terms
used herein, unless otherwise defined herein, shall have the meanings given in the Warrant. The portion of the Aggregate Exercise Price
(as defined in the Warrant) to be applied toward the purchase of Warrant Stock pursuant to this Notice of Exercise is $          ,
thereby leaving a remainder Aggregate Exercise Price (if any) equal to $          .
Such exercise shall be pursuant to the exercise provisions of Section 2.1 of the Warrant. Therefore, Holder makes payment with this
Notice of Exercise by way of check or wire transfer payable to the Company in the amount of $         .
Such check or wire transfer is payment in full under the Warrant for          shares
of Warrant Stock based upon the Warrant Exercise Price as currently in effect under the Warrant. Holder requests that the shares of Warrant
Stock be issued in the name of                                                      
and delivered to                    .


 


To the extent the foregoing
exercise is for less than the full Aggregate Exercise Price, a Replacement Warrant representing the remainder of the Aggregate Exercise
Price and otherwise of like form, tenor and effect should be delivered to Holder along with the share certificates evidencing the Warrant
Stock issued in response to this Notice of Exercise.


 






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