Exhibit
10.86


 


PROMISSORY
NOTE


 


Bethlehem,
Pennsylvania


 


	February
    18, 2021	$5,000,000.00


 


FOR
VALUE RECEIVED, ZASH Global Media and Entertainment Corporation, a Delaware corporation
located at 24 Aspen Park Blvd E., East Syracuse, New York 13057 (the “Borrower”), hereby promises to pay to the order of
VINCO VENTURES, INC., a Nevada corporation located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018, or its successors
or assigns (the “Lender”), the principal amount of Five Million and No/100 United States Dollars (US$5,000,000.00) on August
17, 2023 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of three percent (3%)
per annum commencing on August 17, 2021 (the “Determination Date”), in accordance with the terms hereof. This Promissory
Note, as may be amended or supplemented from time to time, shall be referred to herein as the “Note”.


 


1.
Payments of Principal and Interest.


 


(a)
Payment of Principal. The principal amount of this Note shall be paid to the Lender on the Maturity Date.


 


(b)
Payment of Interest. Interest on the unpaid principal balance of this Note shall accrue at a rate of three percent (3%) per annum
commencing on the Determination Date. Interest shall be computed on the basis of a 360-day year and paid for the actual number of days
elapsed. Interest shall be paid on the Maturity Date.


 


(c)
Payment of Default Interest. Any amount of principal or interest on this Note which is not paid when due shall bear interest until
such past due amount is paid at the lesser of eighteen percent (18%) per annum or the highest non-usurious rate allowable per applicable
law (the “Default Rate”).


 


(d)
Loan Forgiveness. Reference is made to that certain Agreement to Complete a Plan of Merger, dated January 20, 2021 (the “Merger
Agreement”), by and among the Lender, Vinco Acquisition Corporation, a Nevada corporation and a wholly-owned Subsidiary of the
Lender (the “Merger Sub”), and the Borrower, pursuant to which Merger Sub will merge with and into the Borrower with the
Borrower surviving the merger as a wholly-owned subsidiary of the Lender (the “Merger”). In the event that the Merger closes
on or prior to the Determination Date and the Borrower has not repaid the balance owing hereunder to the Lender on or prior to such date,
any and all principal and interest or any other amounts owing hereunder shall be immediately forgiven, no amount shall remain owing hereunder,
and no adjustment shall be made with respect to the Merger Agreement by reason hereof or such debt foregiveness.


 




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(e)
General Payment Provisions. All payments of principal and interest on this Note shall be made in lawful money of the United States
of America by certified bank check or wire transfer to such account as the Lender may designate by written notice to the Borrower in
accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which
is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes of this Note, “Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of New York are authorized
or required by law or executive order to remain closed.


 


(f)
Optional Prepayment. At any time, upon receiving the written consent of the Lender, the Borrower may pre-pay this Note without
penalty and, upon such prepayment in full, the Lender shall have no further rights under this Note.


 


2.
Defaults and Remedies.


 


(a)
Events of Default. An “Event of Default” means: (i) a default for five (5) days in payment of principal or interest
on this Note; (ii) failure by the Borrower to comply with any material provision of this Note; (iii) the Borrower, pursuant to or within
the meaning of any Bankruptcy Law (as defined herein): (A) commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a Custodian (as defined herein) of it or for all or substantially
all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable
to pay its debts as the same become due; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (A) is for relief against the Borrower in an involuntary case; (B) appoints a Custodian of the Borrower for all or substantially
all of its property; or (C) orders the liquidation of the Borrower, and the order or decree remains unstayed and in effect for sixty
(60) days. “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(b)
Remedies. If an Event of Default occurs and is continuing, the Lender, may declare all of this Note to be due and payable immediately.
The Lender, shall have all rights available to it at law or in equity. Upon the occurrence of an Event of
Default, the interest on this Note shall immediately accrue at the Default Rate. The Lender, may
assess reasonable attorneys’ fees, paralegals’ fees and costs and expenses incurred or
anticipated by the Lender in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations,
all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other sums due
by the Borrower hereunder, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced
and recovered in whole or in part at any time by one or more of the remedies provided to the Lender at law, in equity, or under this
Note. In connection with the Lender’s rights hereunder upon an Event of Default, the Lender need not provide, and the Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender, may
immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable
law. 


 




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3.
Lost or Stolen Note. Upon notice to the Borrower of the loss, theft, destruction or mutilation of this Note, and, in the case
of loss, theft or destruction, of an indemnification undertaking by the Lender to the Borrower in a form reasonably acceptable to the
Borrower and, in the case of mutilation, upon surrender and cancellation of the Note, the Borrower shall execute and deliver a new Note
of like tenor and date and in substantially the same form as this Note; provided, however, the Borrower shall not be obligated
to re-issue a Note if the Lender contemporaneously requests the Borrower to convert such remaining principal amount and interest into
Common Stock.


 


4.
Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall automatically
be deemed canceled, shall be surrendered to the Borrower for cancellation and shall not be re-issued.


 


5.
Waiver of Notice. To the extent permitted by law, the Borrower hereby waives demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


6.
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the laws of the State of New York, without giving effect to provisions
thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in New York City in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified
mail or overnight courier a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


7.
Expenses. The Borrower agrees:


 


(a)
To pay and reimburse the Lender upon demand for all costs and expenses (including, without limitation, attorneys’ fees and expenses)
that the Lender may reasonably incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not
limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise), or (ii) the failure
by the Borrower to perform or observe any of the provisions hereof. The provisions of this Section shall survive the execution and delivery
of this Note, the repayment of any or all of the principal or interest owed pursuant hereto, and the termination of this Note.


 




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8.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in equity.


 


9.
Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general
provision contained herein. This Note shall be deemed to be jointly drafted by the Borrower and the Lender and shall not be construed
against any person as the drafter hereof.


 


10.
Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.


 


11.
Notice. Notice shall be given to each party at the address indicated in the preamble or at such other address as provided to the
other party in writing.


 


[signature
page follows]


 


 




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IN
WITNESS WHEREOF, the parties have caused this Note to be executed on and as of the Issuance Date.


 


	 	BORROWER:
	 	 
	 	ZASH
    GLOBAL MEDIA & ENTERTAINMENT CORPORATION
	 	 
	 	By:	                      
	 	Name:
    	 
	 	Title:
    	 


 


	 	LENDER:
	 	 
	 	VINCO
    VENTURES, INC.
	 	 
	 	By:	 
	 	Name:
    	Christopher
    Ferguson
	 	Title:
    	Chief
    Executive Officer


 


[
signature page to Promissory Note ]


 




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