Running Wind LLC - 30 Sep 2022 Form 5 Insider Report for Loop Media, Inc. (LPTV)

Footnote F1

The First Amended and Restated Convertible Note dated October 31, 2019, in the original principal amount of $1,500,000 (the "Original Note").

Footnote F2

The Original Note earns interest at the annual rate of ten percent (10%). Interest accrued from October 31, 2019, through April 30, 2020, shall, at Issuer's option, be paid in full to Reporting Person on May 1, 2020, or added to the principal balance of the Original Note as of such date. Accrued unpaid interest is payable monthly beginning June 1, 2020, through December 1, 2020. Any outstanding principal balance and accrued unpaid interest is payable in equal monthly installments beginning January 1, 2021, until all outstanding principal balance and accrued unpaid interest is paid in full no later than December 1, 2023. The outstanding principal and accrued and unpaid interest under the Original Note are convertible into Common Stock of Issuer at the conversion price of $0.40 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

Footnote F3

The Original Note, being one derivative security, is being disposed pursuant to the amendment of the Original Note by the Amended Note, which may be deemed a cancellation of the Original Note for the purposes of Section 16 of the Securities Exchange Act of 1934.

Footnote F4

The Original Note may be converted by Reporting Person, upon proper notice, in whole or in part, at any time. The Original Note is also subject to prepayment, upon proper notice, by Issuer.

Footnote F5

The amount of underlying securities for the Original Note in this Form 5 is different from the amount of underlying securities for the Original Note set forth in Reporting Person's Form 3 because of (i) the change in the outstanding balance of the Original Note between February 5, 2020, and October 23, 2020, and (ii) the 1 to 1.5 reverse stock split of Issuer's Common Stock made effective June 8, 2020.

Footnote F6

On October 23, 2020, the Original Note reported on Reporting Person's Form 3, having an original principal amount of $1,500,000 and earning interest at the annual rate of 10%, was amended and restated pursuant to the Amended Note: (a) to reflect the new principal balance of the Amended Note as $1,616,117.67 and (b) to provide for interest to accrue on the unpaid principal balance at the rate of (i) twelve and one-half percent (12.5%) per annum from and including October 23, 2020 to but excluding April 1, 2021, and (ii) ten percent (10%) per annum from and including April 1, 2021 to but excluding the maturity date of the Amended Note (December 1, 2023). The outstanding principal and accrued and unpaid interest under the Amended Note are convertible into Common Stock of Issuer at the conversion price of $0.60 per share, which is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

Footnote F7

The Second Amended and Restated Convertible Note dated October 23, 2020, in the original principal amount of $1,616,117.67 (the "Amended Note").

Footnote F8

The Amended Note, being one derivative security, may, for the purposes of Section 16 of the Securities Exchange Act of 1934, be deemed an acquisition of a new convertible note (a new derivative security).

Footnote F9

The Amended Note may be converted by Reporting Person, upon proper notice, in whole or in part, at any time. The Amended Note is also subject to prepayment, upon proper notice, by Issuer.

Footnote F10

The change in the amount of underlying securities for the Amended Note between October 23, 2020, and May 9, 2022, is due to the change in the outstanding balance of the Amended Note.

Footnote F11

On May 9, 2022, the Amended Note was paid in full and satisfied pursuant to Issuer's cash payment of the Amended Note's outstanding balance.