Exhibit
10.1


 


WARRANT
EXERCISE AGREEMENT


 


This
WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of May 24, 2021, is made by and between Vinco
Ventures, Inc., a Nevada corporation, with headquarters located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018
(the “Company”), and the investor listed on the signature page attached hereto (the “Holder”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the applicable
Warrants (as defined below).


 


A.
Pursuant to that certain Securities Purchase Agreement dated as of January 21, 2021 by and between the Company and the Holder
(“January SPA”), the Company sold to the Holder warrants (the “January Warrants”),
representing the right to acquire shares (the “January Warrant Shares”) of the Company’s common stock,
$0.001 par value per share (the “Common Stock”).


 


B.
The Company and the Holder desire: (i) for the Holder to exercise a portion of the January Warrants and (ii) for the Company to
issue additional warrants, in the form attached hereto as Exhibit A, to purchase shares of Common Stock at a per-share exercise
price equal to $3.20 (the “May Warrants” and, together with the January Warrants, the
“Warrants”), all pursuant to the terms and conditions set forth herein.


 


C.
At the Closing (as defined in Section 2(b) hereof), the parties hereto shall execute and deliver a Registration Rights Agreement, in
the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company will
agree to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights
Agreement), under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities
laws.


 


NOW
THEREFORE, in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


		1.	EXERCISE
                                         OF JANUARY WARRANTS AND ISSUANCE OF MAY WARRANTS. 



 


Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 4 and 5 below, the Company and the Holder hereby agree
that: (i) the Holder shall pay to the Company an amount equal to the Exercise Price (as
defined in the January Warrants) in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any
share split or similar transaction after the date hereof) (the “Exercised Warrant Shares” and such aggregate
exercise price, the “Aggregate Exercise Price”), (ii) the Company shall issue and deliver to the Holder
the Exercised Warrant Shares as set forth in Section 1 of the January Warrants and
(iii) the Company shall issue and deliver to the Holder May Warrants to initially purchase an aggregate number of shares equal
to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustments as set forth therein (the “May
Warrants”).


 




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		2.	EXCHANGE;
                                         CLOSING.



 


(a)
Procedure. At or before the Closing, the Holder shall pay the Aggregate Exercise Price (less the Holder Counsel Expense withheld
pursuant to Section 7(n)) to the Company by wire transfer of immediately available funds in accordance with the Company’s
written wire instructions on Company letterhead signed by an authorized representative of the Company delivered to the Holder prior
to the Closing and the Company shall credit to the balance account of the Holder with The Depository Trust Company through its
Deposit / Withdrawal at Custodian system (with such DWAC Instructions set forth in column (3) on Schedule I attached hereto), the
Exercised Warrant Shares pursuant to Section 1 of the January Warrants.


 


(b)
Closing. The date and time of the closing (the “Closing”) of the transactions specified in Sections 1 and 2(a)
above (the “Closing Date”) shall be the later of (x) the time and date of mutual execution of this Agreement and
(y) the time of the filing by the Company of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 with the SEC
(the “Form 10-Q”) (or such other date and time as is mutually agreed to by the Company and the Holder), subject
to the notification of satisfaction (or waiver) of the conditions to Closing set forth in Sections 4 and 5 hereof. The Closing shall
occur at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 and may be undertaken remotely by
electronic exchange of documentation.


 


(c) Buy-In.
If the Company shall fail for any reason or for no reason to issue to the Holder on the Closing Date the Exercised Warrant Shares by
electronic delivery at the applicable balance account at DTC, and if on or after the Closing Date the Holder effects a Buy-In, then
the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay
the Buy-In Price in cash, at which point the Company’s obligation to deliver such Exercised Warrant Shares (but not the
Company’s obligation to deliver May Warrants pursuant to Section 1) shall terminate, or (ii) promptly honor its obligation to
electronically deliver to the Holder such unlegended Exercised Warrant Shares as provided above and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any
trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the date
hereof and ending on the date the Company satisfies its obligations in full pursuant to this Section 2(c).


 


		3.	REPRESENTATIONS,
                                         AGREEMENTS, WARRANTIES AND COVENANTS.



 


(a)
Holder Representations, Warranties and Covenants. The Holder hereby represents and warrants to the Company that:


 


(i) Authorization;
Enforcement; Validity. The Holder has the power and authority to execute and deliver this Agreement and perform its obligations
hereunder; and this Agreement and the transactions contemplated hereby have been duly authorized by the Holder. This Agreement has
been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding
obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may be limited
by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




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(ii) No
Conflicts. The execution, delivery and performance by the Holder of this Agreement and the consummation by the Holder of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws) applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on
the ability of the Holder to perform its obligations hereunder.


 


(b) Company
Representations, Warranties and Covenants. The Company hereby represents, warrants, agrees and covenants, as applicable, to and
with the Holder that:


 


(i)
Solvency. Neither the Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor
does the Company have knowledge that its creditors or its subsidiaries’ creditors intend to initiate involuntary bankruptcy
proceedings or knowledge of any fact which would reasonably lead a creditor to do so. The Company and its subsidiaries, individually
and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby will not
be, Insolvent. As used herein, “Insolvent” means, with respect to any Person, (i) the present fair saleable value
of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is
unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such
debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted.


 


(ii)
Organization and Qualification. Each of the Company and each of its subsidiaries are entities duly organized and validly existing
and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to
own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the
Company and each of its subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material
Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the
business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the
Company and its subsidiaries, individually or taken as a whole, or on the transactions contemplated hereby or by the agreements and
instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform any of its
obligations hereunder.


 




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(iii)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement, the Registration Rights Agreement and the May Warrants (collectively, the “Transaction
Documents”) and to issue the Exercised Warrant Shares and the shares of Common Stock issuable upon the exercise of such
May Warrants (the “May Warrant Shares”) in accordance with the terms of the January Warrants and the May
Warrants, as applicable, and hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Exercised Warrant Shares
and the May Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further filing, consent or
authorization is required by the Company, its Board of Directors or its stockholders. Each of the Transaction Documents has been
duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of
equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 


(iv) Issuance
of Securities. The issuance of the Exercised Warrant Shares is duly authorized and, upon issuance in accordance with the terms
of the January Warrants and hereof, the Exercised Warrant Shares shall be validly issued, fully paid and non-assessable and free
from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the
Exercised Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a
holder of Common Stock. As of the Closing, a Registration Statement (as defined in the January SPA) registering the resale of the
Exercised Warrant Shares by the Holder shall be effective and available for use by the Holder, and the Exercised Warrant Shares
shall not bear any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable
securities laws, rules and regulations. The issuance of the May Warrants hereunder is duly authorized and upon issuance in
accordance with the terms of this Agreement and the May Warrants shall be validly issued, fully paid and non-assessable and free
from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal,
encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance
thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number
of shares of Common Stock issuable upon the exercise of the May Warrants issuable hereunder (without taking into account any
limitations on the exercise of the May Warrants set forth therein). Upon exercise in accordance with the May Warrants, the May
Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or
Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock.
Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance by the Company
of the Exercised Warrant Shares, the May Warrants and the May Warrant Shares are exempt from registration under the 1933
Act.


 




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(v) No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby (including, without limitation, the issuance of the Exercised Warrant Shares and the May Warrant
Shares) will not (i) result in a violation of the Company’ Certificate of Incorporation or Bylaws or other organizational
documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or the articles of
association or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and
state securities laws and regulations and the rules and regulations of Principal Market and including all applicable foreign,
federal laws, rules and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected.


 


(vi) Consents.
The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with any
court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or
perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. All consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have
been obtained or effected on or prior to the Closing Date, and the Company is unaware of any facts or circumstances which might
prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by this Agreement. The
Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which
could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the
Warrant Shares shall not have the effect of delisting or suspending the Common Stock from the Principal Market.


 


(vii)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court,
public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s subsidiaries or any of
the Company’s or its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their
capacities as such.


 


(viii) SEC
Filings. As of their respective filing dates, the Company’s filings with the SEC under the 1934 Act during the two (2)
years prior to the date hereof (the “SEC Documents”), complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company represents that, as of the date hereof, no material event or circumstance
has occurred which would be required to be publicly disclosed or announced on a Current Report on Form 8-K, either as of the date
hereof or solely with the passage of time by the Company but which has not been so publicly announced or disclosed. The Company
shall file the Form 10-Q with the SEC, in the form required by the 1934 Act, no later than May 24, 2021.


 




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(ix) Disclosure
of Transactions and Other Material Information. The Company shall file a current report on Form 8-K (the “8-K
Filing”) on or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been duly executed
and delivered, in the form required by the 1934 Act, relating to the transactions contemplated by this Agreement and attaching a
form of this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such
filing. From and after the filing of the 8-K Filing with the SEC, the Holder shall not be in possession of any material, nonpublic
information received from the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees
or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral,
between the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the
one hand, and the Holder or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The
Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, Affiliates,
employees and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its
subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company,
any of its subsidiaries or any of their respective officers, directors, Affiliates employees or agents delivers any material,
non-public information to the Holder without the Holder’s express prior written consent, the Company hereby covenants and
agrees that the Holder’s shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their
respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any of its subsidiaries
or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of, such material,
non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting
transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the January SPA is
hereby amended, solely with respect to the Holder, to include any May Warrant Shares.


 


(x) Listing.
The Company shall promptly secure the listing of all of (i) the Exercised Warrant Shares and the May Warrant Shares and (ii) any
capital stock of the Company issued or issuable with respect to the Exercised Warrant Shares and the May Warrant Shares, as
applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise (the
“Listed Securities”) upon each national securities exchange and automated quotation system, if any, upon which
the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all Listed Securities.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(b)(x).


 


(xi) Reporting
Status. Until the date on which the Holder has sold all the Exercised Warrant Shares and May Warrant Shares, the Company shall
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no
longer require or otherwise permit such termination.


 




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(xii)
No Integration Actions. None of the Company, any of its Affiliates or any Person acting on behalf of the Company or such Affiliate
will sell, offer for sale or solicit offers to buy in respect of any security (as defined in the 1933 Act) that would be integrated
with the issuance of the May Warrants, the Exercised Warrant Shares or the May Warrant Shares in a manner that would require the
registration under the 1933 Act of the issuance to the Holder or require shareholder approval under the rules and regulations of the
Principal Market, and the Company will take all action that is appropriate or necessary to assure that its offerings of other
securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Principal Market with the
issuance of the May Warrants, the Exercised Warrant Shares and the May Warrant Shares contemplated hereby.


 


(xiii)
Outstanding Shares. As of the date hereof, there are 27,935,586 shares of Common Stock issued and outstanding.


 


(xiv) Investment
Company Status. The Company is not, and upon consummation of the transactions contemplated hereunder will not be, an “investment
company,” an affiliate of an “investment company, “ a company controlled by an “investment company” or
an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”
as such terms are defined in the Investment Company Act of 1940, as amended.


 


(xv) Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the
Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,
agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the
Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe
to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office
except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its
Subsidiaries.


 


(xvi) Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of
2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,
regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but
not limited, to (x) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (y) any regulations contained
in 31 CFR, Subtitle B, Chapter V.


 




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(xvii) Acknowledgement
Regarding Holder’s Trading Activity. It is understood and acknowledged by the Company that (i) following the public
disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, the Holder has not
been asked by the Company or any of its Subsidiaries to agree, nor has the Holder agreed with the Company or any of its
Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling,
long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold any securities for any specified term; (ii) the Holder, and counterparties in “derivative” transactions to
which the Holder is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was
established prior to such Holder’s knowledge of the transactions contemplated by the Transaction Documents; (iii) the Holder
shall not be deemed to have any affiliation with or control over any arm’s-length counterparty in any “derivative”
transaction; and (iv) the Holder may rely on the Company’s obligation to timely deliver shares of Common Stock upon
conversion, exercise or exchange, as applicable, of the January Warrants and the May Warrants as and when required pursuant to the
terms thereof for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges
that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the 8-K Filing the
Holder may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable
shares of Common Stock) at various times during the period that the January Warrants, the May Warrants or the shares of Common Stock
issuable upon conversion thereof are outstanding, including, without limitation, during the periods that the value and/or number of
the such shares of Common Stock deliverable thereunder are being determined and such hedging and/or trading activities (including,
without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the
existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are
being conducted. The Company further understands and acknowledges that, prior to 4:00 p.m., New York City time, on May 21, 2021, the
Company had provided no material nonpublic information to the Holder regarding the transactions contemplated by the Transaction
Documents, and the Holder may have engaged in such hedging and/or trading activities prior to such time. The Company acknowledges
that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction
Document or any of the documents executed in connection herewith or therewith.


 


(xviii)
Additional Registration Statements. Until the thirtieth (30th) calendar day after the Closing Date and at any time thereafter while
any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public
Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or
an offering statement under the 1933 Act relating to securities that are not the Underlying Securities (as defined in the January
SPA) or the May Warrant Shares (other than a registration statement on Form S-8 or such supplements or amendments to registration
statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to
keep such registration statements effective and available and not with respect to any Subsequent Placement (as defined in the
January SPA)).


 




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(xix)
Additional Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the 30th
calendar day after the Closing Date (the “Restricted Period”), neither the Company nor any of its Subsidiaries
shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any
issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or
related security (including, without limitation, any “equity security” (as that term is defined under Rule 405
promulgated under the 1933 Act) or any Convertible Securities (as defined in the January SPA). Notwithstanding the foregoing, this
Section 4(b)(xviii) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to purchase Common
Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined in
the January SPA), provided that (1) all such issuances (taking into account the shares of Common Stock issuable upon exercise
of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 10% of the Common
Stock issued and outstanding immediately prior to the date hereof and (2) the exercise price of any such options is not lowered,
none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any
such options are otherwise materially changed in any manner that adversely affects the Holder; (ii) shares of Common Stock issued
upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise
or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion,
exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date
immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities
(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i)
above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and
none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that
adversely affects the Holder; (iii) the Conversion Shares (as defined in the January SPA), and (iv) the Warrant Shares (as defined
in the January SPA) and the May Warrant Shares (each of the foregoing in clauses (i) through (iv), collectively the
“Excluded Securities”). “Approved Stock Plan” means any employee benefit plan which has been approved
by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and
standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in
their capacity as such.


 




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(xx)
Removal of Legends. Certificates evidencing any May Warrant Shares shall not be required to contain the legend set forth in Section
5(c) of the January SPA or any other legend (i) while a registration statement (including a Registration Statement) covering the
resale of such May Warrant Shares is effective under the 1933 Act, (ii) following any sale of such May Warrant Shares pursuant to
Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such May Warrant Shares are eligible to be sold,
assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such
May Warrant Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the
Holder’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that
the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the May Warrant Shares may be made without registration under the applicable requirements of the
1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation,
controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing,
the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable
law, rule or regulation for the settlement of a trade initiated on the date the Holder delivers such legended certificate
representing such May Warrant Shares to the Company) following the delivery by the Holder to the Company or the transfer agent (with
notice to the Company) of a legended certificate representing such May Warrant Shares (endorsed or with stock powers attached,
signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any
other deliveries from the Holder as may be required above in this Section 3(b)(xix), as directed by the Holder, either: (A) provided
that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate
number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account
with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the
DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Holder, a certificate
representing such May Warrant Shares that is free from all restrictive and other legends, registered in the name of the Holder or
its designee. Section 5(e) of the January SPA is hereby amended, solely with respect to the Holder, to include any May Warrant
Shares.


 


(xxi) Registration
Statement. As of the Closing Date, the Company’s Registration Statement on Form S-1 (Registration No. 333-252819) (x)
shall be effective and available for use by the Holder for the sale of any shares issuable upon the exercise of any January
Warrants, (y) will not contain, as of the Closing Date, any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading and (z) will comply in all material
respects with the 1933 Act and the applicable rules and regulations of the SEC thereunder.


 


		4.	CONDITIONS
                                         TO
                                         ComPANY’S OBLIGATIONs hereunder.



 


The
obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion
by providing the Holder with prior written notice thereof:


 


(a)
The Holder shall have duly executed this Agreement and delivered the same to the Company; and


 


(b)
The representations and warranties of the Holder shall be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct
as of such specified date), and the Holder shall have performed, satisfied and complied with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Holder at or prior to the Closing
Date.


 




    	10



     


    

 


		5.	CONDITIONS
                                         TO HOLDER’S OBLIGATIONs HEREUNDER.



 


The
obligations of the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions
are for the Holder’s sole benefit and may be waived by the Holder in respect of itself at any time in its sole discretion
by providing the Company with prior written notice thereof:


 


(a)
The Company shall have duly executed this Agreement, the Registration Rights Agreement and the May Warrants and delivered the same
to the Holder;


 


(b)
The Company shall have filed the Form 10-Q with the SEC, in the form required by the 1934 Act;


 


(c)
The Company’s Registration Statement on Form S-1 (Registration No. 333-252819) shall be effective and available for use by the
Holder for the sale of any shares issuable upon the exercise of any January Warrants;


 


(d)
The Company shall have obtained the listing of all of the Exercised Warrant Shares and May Warrant Shares on each Eligible Market on
which the Common Stock is then listed for trading;


 


(e)
The representations and warranties of the Company under this Agreement shall be true and correct in all respects as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date;


 


(f)
The Common Stock (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as
of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the
Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by
falling below the minimum listing maintenance requirements of the Principal Market;


 


(g)
Counsel for the Company shall have delivered a legal opinion to the Company’s transfer agent instructing the transfer agent to
deliver the Exercised Warrant Shares to the Holder’s balance account with The Depository Trust Company through its Deposit /
Withdrawal at Custodian system in accordance with the provisions of Section 2(a) hereof, and the Company’s transfer agent
shall have delivered the Exercised Warrant Shares to such balance account;


 


(h)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
transactions contemplated hereby; and


 


(i)
Since the date hereof, no event that could be reasonably expected to cause a Material Adverse Effect shall have occurred.


 




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		6.	TERMINATION.



 


In
the event that the Closing shall not have occurred by on or before five (5) Business Days from the date hereof, other than due
to the Holder’s failure to satisfy the conditions set forth in Section 4 hereof, the Holder shall have the option to terminate
this Agreement at the close of business on such date without liability of any party to any other party. Upon such termination,
the terms hereof shall be null and void.


 


		7.	MISCELLANEOUS.



 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in The City of New York, Borough of Manhattan, 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 hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 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 WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect
as if the signature were an original, not a facsimile signature.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 




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(d)
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a
court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or
reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with
a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


(e)
Entire Agreement; Amendments. This Agreement shall supersede all other prior oral or written agreements among the Holder, the
Company, their Affiliates and persons acting on their behalf with respect to the matters discussed herein and therein, and this
Agreement, and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered
herein and therein. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and
the Holder, and any amendment to this Agreement made in conformity with the provisions of this Section 7(e) shall be binding on the
Holder and the Company. No provision hereof may be waived other than by an instrument in writing signed by the party against whom
enforcement is sought.


 


(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered if delivered pursuant to Section 9(f) of the January SPA.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including any purchasers of the Warrants.


 


(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i) Survival.
The representations, warranties and covenants of the Company and the Holder contained herein shall survive the Closing and delivery
of the Warrant Shares.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(l) Fees
and Expenses. Unless the Holder elects to withhold the Holder Counsel Expense (as defined below) from the Aggregate Exercise
Price as provided in Section 2(a)), the Company shall reimburse the Holder for its legal fees and expenses in connection with the
preparation and negotiation of this Agreement and transactions contemplated thereby, by paying any such amount to Schulte Roth &
Zabel LLP (the “Holder Counsel Expense”) by wire transfer of immediately available funds in accordance with the
written instructions of Schulte Roth & Zabel LLP delivered to the Company on or prior to the Closing. The Holder Counsel Expense
shall be paid by the Company whether or not the transactions contemplated by this Agreement are consummated. Except as otherwise set
forth above, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all stamp and other taxes and duties levied in connection with the transactions contemplated
hereby, if any.





 


[Signature
Page Follows]


 




    	13



     


    




 


IN
WITNESS WHEREOF, the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed
as of the date first written above.





 


	 	COMPANY:
	 	 	 
	 	VINCO
    VENTURES, INC.
	 	 	          
	 	By:	
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Exercise Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed
as of the date first written above.


 


	 	 	HOLDER:
	 	 	 
	 	 	HUDSON
    BAY MASTER FUND LTD.
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Exercise Agreement]


 




    	 



     


    

 





SCHEDULE
I





 


	(1)	 	(2)	 	(3)	 	(4)
	Holder
	 	Address
                                         and

        Facsimile
        Number


	 	DWAC
                                         Instructions
	 	Legal
                                         Representative’s Address and Facsimile Number