Exhibit 4.1


 


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.


 


COMMON STOCK WARRANT


 


Aggregate Exercise Price: $2,011,493


Aggregate Exercisable Warrant Shares: 1,149,425


 


Issue Date: April 25, 2022


Warrant Number: CSW22-007


 


This certifies that Excel Family Partners, LLLP
("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 April 25,
2025.


 






     


     


    

 


ARTICLE I


DEFINITIONS


 


		1.1	 "Aggregate Exercise Price" means $2,011,493.



 


1.2            "Change
of Control" means the consummation of: (a) a sale, transfer, exclusive license or other disposition, in one transaction
or a series of related transactions, of all or substantially all of the Company's and its subsidiaries' assets, taken as a whole (except
where such sale, transfer, license or other disposition is to a wholly-owned subsidiary of the Company); (b) the merger or consolidation
of the Company with or into another entity, except any merger or consolidation in which the holders of capital stock of the Company immediately
prior to such merger or consolidation continue to hold a majority of the voting power of the capital stock of the Company or the surviving
or acquiring entity, (or, if the surviving or acquiring entity is a wholly owned subsidiary of another party immediately following such
merger or consolidation, the parent entity of such surviving or acquiring entity); (c) the transfer (whether by merger, consolidation
or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter
of the Company's securities), of the Company's securities if, after such consummation, such person or group of affiliated persons would
hold 50% or more of the outstanding voting stock of the Company's (or the surviving or acquiring entity, or the parent entity of such
surviving or acquiring entity); or (d) a liquidation, voluntary or involuntary dissolution or winding up of the Company.


 


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


 


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


 


1.5            "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.


 


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


 


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


 


		1.8	 "Warrant Exercise Price" means $1.75.



 


		1.9	 "Warrant Stock" means the Company's Common Stock.



 






     


     


    

 


ARTICLE II


EXERCISE AND PAYMENT


 


2.1            Cash
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 Cash Exercise attached hereto as Exhibit A-1,
and by the payment to the Company, by cash or by certified, cashier's or other check acceptable to the Company, of an amount equal to
the aggregate Warrant Exercise Price (rounded up to the nearest whole cent) of the shares being purchased. 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.


 


2.2            Net
Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2.1, this Warrant may be exercised in whole or in part
by Holder by surrender of this Warrant to the Company, accompanied by the form of Notice of Net Issue (Cashless) Exercise attached hereto
as Exhibit A-2. The number of shares Warrant Stock issuable upon the exercise shall be that having a value equal to
the net value of this Warrant, computed as of the date of surrender of this Warrant to the Company, using the following formula:


 


	 	X	=	Y(A-B)/A



 


Where:


 


		X	=	the number of shares of Warrant Stock to be issued to Holder under this Section 2.2;



 


		Y	=	the maximum number of shares of Warrant Stock purchasable upon cash exercise of this Warrant;



 


		A	=	the fair market value per share of Warrant Stock at the date of exercise, as determined in Section 2.3 below;
	 	 	 	 
	 	B	=	the
Warrant Exercise Price.



 


2.3            Fair
Market Value in Net Issue Exercise. For purposes of Section 2.2, the fair market value per share of Warrant Stock shall be determined
by the Company's Board of Directors (the "Board") in good faith. In the case of Net Issue Exercise in connection with
and contingent upon the closing of the Company's Initial Public Offering, the fair market value per share of Warrant Stock shall be calculated
by multiplying the gross offering price to the public (prior to deduction of underwriters' discounts and expenses) of a share of Other
Stock by the number of shares of Other Stock into which each outstanding share of Warrant Stock then can be converted or will be converted
upon the offering.


 


2.4            Automatic
Conversion. If Warrant Stock has been automatically converted to Other Stock pursuant to the terms and conditions of the Warrant Stock,
then this Warrant shall automatically convert into a right to purchase Other Stock, pursuant to the formulas set forth in Sections 2.2
and 2.3 above, and the number of shares of the Company's common stock to which Holder shall be entitled to purchase shall be multiplied
by that 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.


 






     


     


    

 


2.5            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.


 


2.6            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.


 


2.7            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.


 


2.8            Automatic
Exercise. To the extent this Warrant is not previously exercised, and if the fair market value of one share of the Company's Warrant
Stock issuable hereunder is greater than the Warrant Exercise Price, as adjusted, this Warrant shall be deemed automatically exercised
in accordance with Section 2.2 hereof (even if not surrendered) immediately before its expiration. For purposes of such automatic
exercise, the fair market value of one share of the Company’s Warrant Stock upon such expiration shall be the fair market value
determined pursuant to Section 2.3 above. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant
to this Section 2.8, the Company agrees to notify Holder within a reasonable period of time of the number of shares of the Company's
Warrant Stock, if any, Holder is to receive by reason of such automatic exercise.


 






     


     


    

 


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.


 


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 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.


 






     


     


    

 


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 set forth in Section 2.


 


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 Nevada, 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.


 


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.


 


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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.


 


THE COMPANY IS NOT RESPONSIBLE,
NOR DOES IT 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
	 	 
	 	 
	 	Accepted By Investor:
	 	 
	 	EXCEL FAMILY PARTNERS, LLLP
	 	 
	 	 
	 	By:	 
	 	Name:	Fortress Holdings; Bruce A. Cassidy, Sr.
	 	Title:	Manager
	 	 
	 	Address:




 






     


     


    

 


Exhibit A-1


 


NOTICE OF EXERCISE OF COMMON STOCK WARRANT


BY CASH 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:	$__________


 







CASH 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 cash exercise provisions of Section 2.1 of the Warrant. Therefore, Holder makes payment with this Notice of Exercise by way
of check payable to the Company in the amount of $                            .
Such check 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.


 






     


     


    

 


Exhibit A-2


 


NOTICE OF EXERCISE OF COMMON STOCK WARRANT


 


PURSUANT TO NET ISSUE ("CASHLESS")
EXERCISE PROVISIONS


 





	 	[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:	$__________


 


CASHLESS 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 net issue exercise
provisions of Section 2.2 of the Warrant; therefore, Holder makes no payment with this Notice of Exercise. The number of shares to
be issued pursuant to this exercise shall be determined by reference to the formula in Section 2.2 of the Warrant which, by reference
to Section 2.3, requires the use of the current per share fair market value of the Company’s Warrant Stock. The current fair
market value of one share of the Company’s Warrant Stock shall be determined in the manner provided in Section 2.3, which amount
has been determined or agreed to by Holder and the Company to be $     ,
which figure is acceptable to Holder for calculations of the number of shares of Warrant Stock issuable pursuant to this Notice of Exercise.
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 of the Warrant, a replacement Warrant representing the remainder of the Aggregate Exercise
Price (and otherwise of like form, tenor and effect) shall be delivered to Holder along with the share certificate evidencing the Warrant
Stock issued in response to this Notice of Exercise.