Item 1.01. Entry into a Material Definitive Agreement.

On September 9, 2021, we entered into a Secured Loan and Security Agreement ("Loan Agreement") with Top Dog Productions, Inc., as the borrower (the "Borrower") under such Loan Agreement. The Loan Agreement provides that we will make one or more disbursements of a Loan to the Borrower in an aggregate principal amount not to exceed $2,000,000. Our commitment to make disbursements ends on September 8, 2022 and all unpaid principal matures on September 9, 2022. Interest will accrue on the outstanding principal under the Note at 5%; provided, however, that interest will accrue at 24% per annum from the date of the occurrence of an Event of Default until the principal is paid. Any accrued and unpaid interest shall be payable on March 9, 2022 and September 9, 2022 and on the date any principal of the loan is prepaid on the amount of such principal so prepaid. The Borrower may repay the principal of the loan at any time. Any principal that is repaid may not be reborrowed.

The loan is secured by all assets of the Borrower. The two owners of the Borrower have also provided a non-recourse carve-out guaranty which requires such owners to guarantee certain losses incurred as a result of fraud and other intentional bad acts.

A copy of the Loan Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description of Exhibit

10.1            Secured Loan and Security Agreement, dated September 9, 2021




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