Exhibit 10.1

Execution Version

Ithaca EMG Holdco LLC

and

Ithaca Holdings, LLC

and

Loop Media, Inc.

SHARE PURCHASE AGREEMENT

Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

Tel: +65 6890 7188 | Fax +65 6327 3800

allenandgledhill.com

TABLE OF CONTENTS

27 April             2021 among:

This Agreement is made on ______________

(together, the “Parties” and each, a “Party”).

Whereas:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

“Business Day” means a day which is not a Saturday, a Sunday or a bank public holiday in Singapore and Los Angeles County, California, the United States of America;

“Cash Consideration” has the meaning given to it in Clause 3.1.1;

“Closing” means the completion of the sale of the Sale Shares pursuant to Clauses 4.1 and 4.2 of this Agreement;

“Closing Date” means 27 April 2021, or such other date as may be agreed between the Parties in writing;

“Common Stock” has the meaning given to it in Clause 3.1.2;

“Company” means EON Media Group Pte. Ltd.;

“Consideration Common Stock” has the meaning given to it in Clause 3.1.2;

“Constitution” means the articles of association for the time being of the Company;

“Encumbrance” means any claim, encumbrance, charge, mortgage, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, including but not limited to interests arising from options, pledges, mortgages, indentures, security agreements, rights of first refusal or rights of pre-emption, irrespective of whether such lien arises under any agreement, covenant, other instrument, the mere operation of statutory or other laws or by means of a judgment, order or decree of any court, judicial or administrative authority, and shall also mean any approval or consent required from a third party to the exercise or full vesting of a right or title

“FWE” means Far West Entertainment HK Limited (Company Registration No. 1443043), a company incorporated in Hong Kong whose registered office is at Unit 511, 5/F, APEC Plaza, 49 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong;

“Ordinary Shares” means the ordinary shares in the capital of the Company;

“OTC Markets” means the American financial market, operated by OTC Markets Group Inc., providing price and liquidity information for over-the-counter securities;

“Preference Shares” means the preference shares in the capital of the Company;

“Purchaser’s Group” means the Purchaser and its affiliates from time to time;

“RJG” means Robert John Graham (Passport No.  [ ]) an Australian Citizen of [ ];

“Sale Shares” means:

“SEC” means the U.S. Securities and Exchange Commission;

“Seller’s Group” means the Seller, Holdings and their respective affiliates from time to time;

“Shareholders’ Agreement” means the shareholders’ agreement dated 3 June 2015 made among RJG, FWE, the Seller and the Company, as amended, restated or otherwise modified, and as acceded to by the Purchaser pursuant to a deed of ratification and accession dated 1 December 2020;

“Shares” means the Ordinary Shares and Preference Shares;

“Stamp Duty Documents” means a working sheet computing the net asset value per Sale Share in the form prescribed by the Stamp Duty Branch of the Inland Revenue Authority of Singapore and signed by a director or the secretary of the Company;

“Supplemental Agreement” means the supplemental agreement to be entered into among RJG, FWE, the Seller, the Purchaser and the Company in the form set out in Appendix A;

“Surviving Provisions” means Clauses 1, 6, 7.2 to 7.9 and 7.12 to 7.15;

“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Transaction Documents” means this Agreement and any other agreement or document to be entered into pursuant to or in connection with this Agreement;

“U.S.” means the United States of America;

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended from time to time; and

“United States Dollar(s)” and the sign “US$” means the lawful currency of the United States of America.

References to a statute or statutory provision include:

except to the extent that any statute, statutory provision or subsidiary or subordinate legislation made or enacted after the date of this Agreement would create or increase a liability of the Seller under this Agreement.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

The expression “affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with, such persons. The word “control” (including its correlative meanings, “controlled by”, “controlling” and “under common control with”) shall mean, with respect to a corporation, the right to exercise, directly or indirectly, more than 50 per cent. of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and parts of the Schedules.

Headings shall be ignored in interpreting this Agreement.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

References to any Singapore or U.S. legal term (as the case may be) shall, in respect of any jurisdiction other than Singapore or U.S. (as the case may be), be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

Unless a contrary indication appears, a reference in this Agreement to “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation”.

The aggregate consideration payable by the Purchaser to the Seller for the purchase of the Sale Shares under this Agreement shall be an amount equal to the sum of US$1,500,000, which shall be wholly satisfied by:

The number of shares of Common Stock to be delivered by the Purchaser to the Seller pursuant to this Clause 3.1.2 (the “Consideration Common Stock”) shall be determined as follows:

X = A / B,

where:

“X” means the number of Consideration Common Stock, rounded up to the nearest whole number;

“A” means US$750,000; and

“B” means the price of each share of Common Stock based on the 10-day volume weighted average market price of the Common Stock traded on the OTC Markets under the symbol “LPTV” as of the date falling two (2) Business Days prior to Closing as determined in good faith by the Purchaser in consultation with the Seller.

Subject to Clause 4.3.3, Closing shall take place on the Closing Date at the offices of the Company Secretary, Petra Consultants Pte Ltd, at 272A River Valley Road, Singapore 238315, or at such other location, time or date as may be agreed in writing between the Parties.

On Closing, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 1.

If the Seller or the Purchaser fails to comply with any material obligation in Clause 4.2 and Schedule 1, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the other:

Each of the Seller and Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now conducted and as currently proposed to be conducted. Each of the Seller and Holdings is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

All limited liability company action on the part of the Seller and Holdings, each of their respective officers, directors and members necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Seller and Holdings hereunder, and the sale and delivery of the Sale Shares being sold hereunder has been taken or will be taken prior to Closing, and each of the Seller and Holdings has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Document to which it is a party, which when executed will constitute valid and binding obligations on the Seller and Holdings, in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Seller is required in order to transfer the Sale Shares hereunder. Except as otherwise legally and effectively waived and having no further force or effect, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated in this Agreement by the Seller and Holdings will (a) result in the violation or breach, (b) give rise to any material termination rights or material payment obligations under or (c) require the Seller or Holdings to obtain any consent, authorization or approval of any third party or governmental authority under any provision of (I) the Seller’s or Holdings’ articles, by-laws or any other organizational documents of such corporations, (II) agreements, contracts and instruments to which the Seller or Holdings is a party, or by which the Seller or Holdings or any of their respective assets is legally bound, along with any amendment, supplement and modification in respect thereto, or (III) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, order or other requirement (including a requirement arising at common law) having the force of law, and any policy, practice, protocol, standard or guideline of any governmental authority having the force of law relating or applicable to the transactions contemplated by this Agreement, in respect of which the Seller or Holdings must comply.

Except as otherwise legally and effectively waived and having no further force or effect, the execution and delivery of, and the performance by the Seller and Holdings of their obligations under, this Agreement and any other Transaction Document to which either of them is a party and the consummation of the transactions contemplated hereby and thereby will not result in, nor will such consummation constitute, with or without the passage of time and giving of notice, an event that results in:

Schedule 1

Closing Obligations

(Clause 4)

Against compliance with the Purchaser’s obligations set out in paragraph 2 of this Schedule 1 and receipt by the Seller in full of the Cash Consideration and the delivery to the Seller of the Consideration Common Stock, on Closing, the Seller shall deliver or make available to the Purchaser the following:

On Closing, the Purchaser shall:

In witness whereof this Agreement has been entered into on the date stated at the beginning.

Appendix A

Form of Supplemental Agreement

Execution Version

Dated                                  2021

Robert John Graham

and

Far West Entertainment HK Limited

and

Ithaca EMG Holdco LLC

and

Loop Media, Inc.

and

EON Media Group Pte. Ltd.

SUPPLEMENTAL AGREEMENT TO

SHAREHOLDERS’ AGREEMENT

Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

Tel: +65 6890 7188 | Fax +65 6327 3800

allenandgledhill.com

TABLE OF CONTENTS

This Supplemental Agreement is made on                                    2021 among:

(collectively, the “Parties” and each, a “Party”).

Whereas:

In consideration of the mutual promises and representations hereinafter set out and other good consideration the sufficiency of which is acknowledged by the Parties, the Parties agree as follows:

Subject to Closing taking place and Ithaca providing the Confirmation, the Shareholders’ Agreement shall be varied and amended with effect from the Effective Date such that all references, obligations, rights and benefits in relation to Ithaca in the Shareholders’ Agreement shall, only insofar as they relate or refer to Ithaca, be extinguished and shall cease to have effect among the Parties.

Without prejudice to Ithaca’s rights under the Shareholders’ Agreement and the Notice in respect of the New Put Option, Ithaca hereby waives in favour of Loop any pre-emption rights and/or any other rights that it may have, whether arising under the Shareholders’ Agreement, the Company’s Constitution or otherwise, in respect of (i) the transfer of the RJG Sale Shares by RJG and (ii) the transfer of the FWE Sale Shares by FWE, in each case, to Loop, provided that such transfers take place contemporaneously with the transfer of the Sale Shares by Ithaca to Loop.

The Parties shall execute any and all instruments and documents and perform any and all such further acts and things as may be necessary or desirable so that full effect may be given to the provisions of this Supplemental Agreement.

In witness whereof this Supplemental Agreement has been entered into as a Deed on the date stated at the beginning.

RJG

SIGNED, SEALED and DELIVERED by
Robert John Graham
in the presence of:

FWE

THE COMMON SEAL of
Far West Entertainment HK Limited
was hereunto affixed in the presence of:

Ithaca

SIGNED SEALED and DELIVERED by
as attorney for and on behalf of
Ithaca EMG Holdco LLC
in the presence of:

Loop

SIGNED SEALED and DELIVERED by
as attorney for and on behalf of
Loop Media, Inc.
in the presence of:

The Company

THE COMMON SEAL of
EON Media Group Pte. Ltd.
was hereunto affixed in the presence of: