Exhibit
10.1


 


WARRANT
EXERCISE AGREEMENT


 


This
WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of June 4, 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.       Pursuant
to that certain Securities Purchase Agreement dated as of February 18, 2021 by and between the Company and the Holder (“February
SPA”), the Company sold to the Holder warrants (the “February Warrants” and, together with the January Warrants,
the “Existing Warrants”), representing the right to acquire shares (the “February Warrant Shares”
and, together with the January Warrant Shares, the “Existing Warrant Shares”) of Common Stock.


 


C.       The
Company and the Holder desire 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 $3.30 (the “June Warrants” and, together with the Existing
Warrants, the “Warrants”), all pursuant to the terms and conditions set forth herein.


 


D.       At
the Closing (as defined in Section 2 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.	ISSUANCE
                                            OF JUNE 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 the
Company shall issue and deliver to the Holder June Warrants to purchase an aggregate number of shares as set forth therein (the “June
Warrants”).


 




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		2.	CLOSING.



 


The
date and time of the closing (the “Closing”) of the transactions specified in Section 1 above (the “Closing
Date”) shall be 4:00 p.m., New York City time, on June 4, 2021, 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.


 


		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.


 


(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.


 




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(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.


 


(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 June Warrants (collectively, the “Transaction Documents”)
and to issue the shares of Common Stock issuable upon the exercise of such June Warrants (the “June Warrant Shares”)
in accordance with the terms of the June Warrants. 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 June 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 June Warrants hereunder is duly authorized and upon issuance in accordance with the terms of this
Agreement and the June 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 June Warrants
issuable hereunder (without taking into account any limitations on the exercise of the June Warrants set forth therein). Upon exercise
in accordance with the June Warrants, the June 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 June Warrants and the June 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 June 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.


 




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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 June Warrant Shares.


 


(x)       Listing.
The Company shall promptly secure the listing of all of (i) the June Warrant Shares and (ii) any capital stock of the Company issued
or issuable with respect to the June 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).


 




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(xi)       Reporting
Status. Until the date on which the Holder has sold all the Existing Warrant Shares and June 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.


 


(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 June Warrants or the June 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 June Warrants and the June Warrant Shares contemplated
hereby.


 


(xiii)       Outstanding
Shares. As of the date hereof, there are 41,770,204 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 Existing Warrants and
the June 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 Existing Warrants, the June 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 June 4, 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 June 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)(xix) 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 June 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.


 


(xx)       Removal
of Legends. Certificates evidencing any June 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 June Warrant Shares is effective under the 1933 Act, (ii) following any sale of such June Warrant Shares pursuant to Rule 144 (assuming
the transferor is not an affiliate of the Company), (iii) if such June 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 June 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 June 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 June 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 June 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)(xx), 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 June 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 June Warrant Shares.


 




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(xxi)       Registration
Statement. As of the Closing Date, the Company’s Registration Statement on Form S-1 (Registration No. 333-252819) and Registration
Statement on Form S-1 (Registration No. 333-255692) (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 and February Warrants, respectively, (y) each 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) each 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.


 




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		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 June Warrants and delivered the same to the
Holder;


 


(b)       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;


 


(c)       The
Company’s Registration Statement on Form S-1 (Registration No. 333-255692) shall be effective and available for use by the Holder
for the sale of any shares issuable upon the exercise of any February Warrants;


 


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


 


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


 


		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.


 




    	10



     


    

 


		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.


 


(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).


 




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(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. 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.


 




    	12



     


    

 


(m)       As
promptly as practicable after the date hereof, the Company shall provide each stockholder entitled to vote at the next special or annual
meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later
than sixty (60) calendar days after the date hereof (the “Stockholder Meeting Deadline”), a proxy statement, substantially
in the form which has been previously reviewed by the Holder and Schulte Roth & Zabel LLP, at the expense of the Company, soliciting
each such stockholder’s affirmative vote at the Stockholder Meeting for approving any voluntary adjustments that the Company may
offer pursuant to Section 2(e) of the Warrant (such affirmative approval being referred to herein as the “Warrant Adjustment
Stockholder Approval”), and the Company shall take all necessary actions to obtain the Warrant Adjustment Stockholder Approval,
including, without limitation, using its reasonable best efforts to solicit its stockholders’ approval of such resolutions and
causing the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall
be obligated to use its reasonable best efforts to obtain the Warrant Adjustment Stockholder Approval by the Stockholder Meeting Deadline.
If, despite the Company’s reasonable best efforts the Warrant Adjustment Stockholder Approval is not obtained on or prior to the
Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every ninety (90) days thereafter
until such Warrant Adjustment Stockholder Approval is obtained.


 


[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]


 




    	 



     


    

 








EXHIBIT
A


 


Form
of June Warrant


 




    	 



     


    

 


EXHIBIT
B


 


Form
of Registration Rights Agreement