Item 1.01 Entry into a Material Definitive Agreement:

On April 15, 2022, Bright Mountain Media, Inc. (the "Company") and its subsidiaries CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc. entered into a Twelfth Amendment to Amended and Restated Senior Secured Credit Agreement (the "Agreement"). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners Master Credit Fund II, L.P. as Administrative Agent and Collateral Agent dated June 5, 2020, as amended (the "Credit Agreement"). The Credit Agreement was amended to provide for an additional loan amount of $450,000. This term loan matures on June 30, 2023.

The terms and conditions of this Agreement and Annex A to the Credit agreement are qualified by its entirety by reference to the Amendment, a copy of which are attached to this Report as Exhibits 10.1 and 10.2 which are incorporated herein by reference.

Item 5.02 Departure of Directors of Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On April 14, 2022, the Board of Directors (the "Board") Company and the Compensation Committee of the Board (the "Compensation Committee") adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the "Stock Option Plan"). The Stock Option Plan will be presented for stockholder approval at the Company's 2022 Annual Meeting of Stockholders.

The Stock Option Plan provides for the grants of awards to eligible employees, directors and consultants in the form of stock options. stock. The Stock Option Plan is the successor to the Company's prior stock option plans and accordingly no new grants will be made under the prior plans from and after the date hereof. The Stock Option Plan is a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company's common stock.

The purposes of this Stock Option Plan is to optimize the profitability and growth of the Company from incentives that link the personal interests of employees, directors and consultants to those of the Company's stockholders, to provide participants with an incentive for excellence and individual performance and to promote teamwork. The Stock Option Plan has certain restrictions and limitations including but not limited to (i) stock options must generally be granted with an exercise price equal to or greater than the fair market value of a share of the Company's common stock at the date of grant and (ii) stockholder approvals are required for material amendments to the Stock Option Plan, including any increase in the maximum number of shares of the Company's common stock that may be issued under the Stock Option Plan. The description and summary of Stock Option Plan do not purport to be complete and are qualified by their entirety by reference to the full text in the Stock Option Plan attached hereto as Exhibit 10.3 which is incorporated herein by reference.

Under the Stock Option Plan, the Board of Directors and Compensation Committee approved the issuance of 500,000 Stock Options to Matthew Drinkwater, the Company's Chief Executive Officer and 100,000 to Edward A. Cabanas, the Company's Chief Financial Officer, the options are for a period of 10 years and have an exercise price of $0.01 the fair market value at the date of grant.

Item 9.01 Financial Statements and Exhibits





No.    Exhibit Description

10.1     Twelfth Amendment to an Amended and Restated Senior Secured Credit
       Agreement dated April 15, 2022

10.2     Annex A to the Credit Agreement dated April 15, 2022

10.3     2022 Stock Option Plan

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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