Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and entered into as of April 22, 2022, by and between Bernardo Melo
(the “Executive”) and The Singing Machine Company, Inc., a Delaware corporation (the “Company”),
and sets forth the terms and conditions with respect to the Executive’s employment with the Company during the Term (as defined
below).


 


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:


 


1.
Term.
The Executive’s term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein
referred to as the “Employment Term”) shall be for a term commencing on May 1, 2022 (the “Effective Date”)
and, unless terminated earlier as provided in Section 5 hereof, ending on the third anniversary of the Effective Date (the “Original
Employment Term”); provided that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such
date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended,
upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention
not to extend the term of the Agreement at least ninety 90days’ prior to the applicable Renewal Date. The period during which the
Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”


 


2.
Position and Duties.


 


2.1
Position. During the Employment Term, the Executive
shall serve as the Chief Revenue Officer of the Company, reporting to Chief Executive Officer. In this capacity the Executive shall have
such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities
in similarly sized companies and such other duties and responsibilities as the Board of Directors of the Company (the “Board”)
shall designate that are consistent with the Executive’s position as Chief Revenue Officer.


 




    	 



     


    

 


2.2
Duties. During the Employment Term, the Executive
shall devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence)
to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for
compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without
the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written
consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable
organization as long as such activities are disclosed in writing to the Company’s Board of Directors, and (b) purchase or own less
than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment
and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that,
the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities
to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.


 


3.
Place of Performance.
The principal place of Executive’s employment shall be the Company’s principal executive office currently located in Fort
Lauderdale, Florida; provided that, the Executive may be required to travel on Company business during the Employment Term. The Executive
may work remotely from Executive’s primary residence so long as doing so does not interfere with the Executive’s responsibilities
under this Agreement; provided that, subject to any health or safety concerns related to the COVID-19 pandemic or other similar extraordinary
circumstances, the Executive shall be required to spend on average three (3) days per week in the office.


 


4.
Compensation.


 


4.1
Base Salary. The Company shall pay the Executive
an annual base salary of __$215,000, which shall automatically increase to $225,000 on the anniversary of the Effective Date;
provided the Company maintains positive profitability. The annual base salary shall be paid in periodic installments in accordance with
the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s
base salary shall be reviewed at least annually by the Board (or a committee thereof) and the Board may, but shall not be required to,
increase the base salary during the Employment Term. However, the Executive’s base salary may not be decreased during the Employment
Term without the Executive’s consent other than as part of an across-the-board salary reduction that applies in the same manner
to all senior executives. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base
Salary”.


 


4.2
Annual Bonus. For each fiscal year of the Employment
Term, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”). The Compensation Committee
of the Board, or if there is no such committee, the Board, will determine the terms of the Annual Bonus, including the performance objectives
if any to be achieved. Any earned Annual Bonus will be paid within the period necessary for compliance with Treasury Regulation Section
1.409A-1(b)(4). Except as otherwise provided in Section 5, the Executive must be employed by the Company on the last day of the applicable
performance year in order to be eligible to earn any part of the Annual Bonus.


 


4.3
Equity Awards. During the Employment Term, the
Executive shall be eligible to participate in The Singing Machine 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”)
or any successor plan, subject to the terms of the 2022 Equity Incentive Plan or successor plan, as determined by the Board (or a committee
thereof) in its discretion.


 




    	2



     


    

 


4.4
Perquisites. During the Employment Term, the
Company shall provide to the Executive all employee and executive perquisites which other senior executives of the Company are generally
entitled to receive, in accordance with Company policy set by the Board from time to time.


 


4.5
Benefit Plans. During the Employment Term, the
Executive shall be entitled to participate in all employee and executive benefit plans of the Company, as in effect from time to time
(collectively, “Employee Benefit Plans”) including, but not limited to, equity, pension, thrift, profit sharing, 401(k),
medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute
to for the benefit of its executives at a level commensurate with the Executive’s position subject to satisfying the applicable
eligibility requirements. Such benefits, in the aggregate, shall be no less favorable than is provided to other similarly situated executives
of the Company. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject
to the terms of such Employee Benefit Plan and applicable law.


 


4.6
Vacation; Paid Time Off. During the Employment
Term, the Executive shall be entitled to the prescribed number of weeks of paid vacation days per calendar year (prorated for partial
years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid
time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.


 


4.7
Business Expenses. The Executive shall be entitled
to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive
in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement
policies and procedures.


 


4.8
Indemnification.


 


(a)
The Company will enter into a standard form of officer and director indemnification agreement with the Executive, in the form of which
is approved by the Board.


 


(b)
The Company will use commercially reasonable efforts to maintain third party directors and officers indemnification insurance for the
Executive on the same terms and conditions as apply to the members of the Board and similarly situated executive officers.


 


4.9
Clawback Provisions. Notwithstanding any other
provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or
any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange
listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation,
or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock
exchange listing requirement).


 




    	3



     


    

 


5.
Termination of Employment.
The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time
and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least
thirty (30) days advance written notice of any termination of the Executive’s employment. On termination of the Executive’s
employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and
shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.


 


5.1
Expiration of the Term, For Cause, or Without Good Reason.


 


(a)
The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement in accordance
with Section 1, by the Company for Cause, or by the Executive Without Good Reason. If the Executive’s employment is terminated
upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reason, the
Executive shall be entitled to receive:


 


(i)
any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination
Date (as defined below) in accordance with the Company’s customary payroll procedures;


 


(ii)
any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall
be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred
compensation arrangement;


 


(iii)
reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance
with the Company’s expense reimbursement policy; and


 


(iv)
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee
benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of
severance or termination payments except as specifically provided herein.


 


Items
5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”.


 


(b)
For purposes of this Agreement, “Cause” shall mean:


 


(i)
the Executive’s willful failure, without substantial justification, to perform Executive’s duties (other than any such failure
resulting from incapacity due to physical or mental illness);


 




    	4



     


    

 


(ii)
the Executive’s willful failure to comply with any valid and legal directive of the such officer or director as may be designated
by the Board;


 


(iii)
the Executive’s willful engagement in, illegal conduct, , which is, in each case, materially injurious to the Company or its affiliates;


 


(iv)
the Executive’s conviction of embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment
with the Company;


 


(v)
the Executive’s conviction of or plea of guilty to a crime that constitutes a felony (or state law equivalent) or a crime that
constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s
ability to perform services for the Company, or results in material/reputational or financial harm to the Company or its affiliates;


 


(vi)
the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related
to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct:


 


(vii)
the Executive’s willful unauthorized disclosure of Confidential Information (as defined below); or


 


(viii)
the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive
and the Company.


 


For
purposes of this provision, no act on the part of the Executive shall be considered “willful” unless it is done, or omitted
to be done by the Executive in bad faith. Any act, however, based on authority given pursuant to a resolution duly adopted by the Board
or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good
faith and in the best interests of the Company.


 


Termination
of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (after thirty (30) days prior written
notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board),
finding that the Executive has engaged in the conduct described in any of (i)-(viii) above, and that the Executive’s employment
should accordingly be terminated for Cause.


 




    	5



     


    

 


(c)
For purposes of this Agreement, the Executive may not be subject to any of the following events without Executive’s written consent.
For the purposes of this Agreement, it shall be deemed a “Good Reason” for the Executive to terminate employment in
the event that the Company subjects the Executive to any of the following occurrences:


 


(i)
a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated
executives in substantially the same proportions;


 


(ii)
a relocation of the Executive’s principal place of employment by more than fifty (50) miles;


 


(iii)
any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between
the Executive and the Company;


 


(iv)
the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such
assumption occurs by operation of law;


 


(v)
a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive
is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public
company, and capitalization as of the date of this Agreement; or


 


(vi)
a material adverse change in the reporting structure applicable to the Executive.


 


The
Executive cannot terminate employment for Good Reason unless the Executive has provided written notice to the Company of the existence
of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds
and the Company has had at least fifteen (15) days from the date on which such notice is provided to cure such circumstances. If the
Executive does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds,
then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.


 




    	6



     


    

 


5.2
Non-Renewal by the Company, Without Cause, or for Good Reason.
The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company
without Cause or on account of the Company’s election to not renew the Agreement in accordance with Section 1. In the event of
such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with
Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor
of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”)
and such Release becoming effective within twenty-one (21) days following the Termination Date (such twenty-one (21) -day period, the
“Release Execution Period”), the Executive shall be entitled to receive the following:


 


(a)
a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Annual Bonus for the year in which the Termination
Date occurs, which shall be paid within fifteen days following the Termination Date;


 


(b)
If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for
the Executive and the Executive’s dependents OR the difference between the monthly COBRA premium paid by the Executive for
the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such
reimbursement shall be paid to the Executive on the fifth day of month immediately following the month in which the Executive timely
remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month
anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii)
the date on which the Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing,
if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered
plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related
regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply
with the ACA.


 


(c)
The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan and
the applicable award agreements.


 


(d)
Notwithstanding the terms of the 2022 Equity Incentive Plan or any applicable award agreements all outstanding equity-based compensation
awards, that vest based on the attainment of performance goals shall remain outstanding and shall vest immediately.


 


5.3
Death or Disability.


 


(a)
The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Employment Term, and
the Company may terminate the Executive’s employment on account of the Executive’s Disability.


 




    	7



     


    

 


(b)
If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,
the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:


 


(i)
the Accrued Amounts; and


 


(ii)
a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year in which
the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date
that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2)
months following the end of the fiscal year in which the Termination Date occurs.


 


Notwithstanding
any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner
which is consistent with federal and state law.


 


(c)
For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term
disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability,
due to physical or mental incapacity, to perform the essential functions of the Executive’s job, with or without reasonable accommodation,
for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.
Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and
the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive
shall be final and conclusive for all purposes of this Agreement.


 




    	8



     


    

 


5.4
Change in Control Termination.


 


(a)
Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for
Good Reason, by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than
on account of the Executive’s death or Disability), in each case within twelve (12) months following a Change in Control, the Executive
shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8
and Section 9 of this Agreement and the Executive’s execution of a Release which becomes effective within ten (10) days following
the Termination Date, the Executive shall be entitled to receive the following a lump sum payment equal to two (2) times the sum of the
Executive’s Base Salary and Annual Bonus for the year in which the Termination Date occurs (or if greater, the year immediately
preceding the year in which the Change in Control occurs), which shall be paid within fifteen days following the Termination Date.


 


(b)
If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive
for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents. Such reimbursement shall
be paid to the Executive on the fifth day of the month immediately following the month in which the Executive timely remits the premium
payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the
Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which
the Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s
payments under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under
the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary
to comply with the ACA.


 


(c)
Notwithstanding the terms of any equity incentive plan or award agreements, as applicable:


 


(i)
all outstanding equity-based compensation awards that vest based on the attainment of performance goals shall remain outstanding and
shall vest immediately.


 


(d)
For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective
Date:


 


(i)
any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit plan of the Company
or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms
of any such plan which acquires beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than thirty
percent (30%) or more of the of the combined voting power of the Company’s then outstanding securities; provided, however, that
no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition
of securities by the Company;


 


(ii)
a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the Board before the date of appointment or election; or


 




    	9



     


    

 


(iii)
consummation of a reorganization, merger or consolidation or sale or other disposition of at least eighty percent (80%) of the assets
of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior
to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of directors of the company resulting from such Business
Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or


 


(iv)
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.


 


5.5
Notice of Termination. Any termination of the
Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant
to Section 5.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“Notice
of Termination”) to the other party hereto in accordance with Section 27. The Notice of Termination shall specify:


 


(a)
The termination provision of this Agreement relied upon;


 


(b)
To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and


 


(c)
The applicable Termination Date.


 


5.6
Termination Date. The Executive’s “Termination
Date” shall be:


 


(a)
If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s
death;


 


(b)
If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined
that the Executive has a Disability;


 


(c)
If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the
Executive;


 




    	10



     


    

 


(d)
If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,
which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company
shall have the option to provide the Executive with a lump sum payment equal to thirty (30) days’ Base Salary in lieu of such notice,
which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s
Termination Date shall be the date on which such Notice of Termination is delivered;


 


(e)
If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s
Notice of Termination, which shall be no less than five (5) days following the date on which the Notice of Termination is delivered;
provided that, the Company may waive all or any part of the five (5) day notice period for no consideration by giving written notice
to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company;
and


 


(f)
If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the
Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.


 


Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from
service” within the meaning of Section 409A.


 


5.7
Resignation of All Other Positions. On termination
of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date/shall
be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof)
of the Company or any of its affiliates.


 


6.
Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s
cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably
requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s
service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other
activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the
extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly
rate based on the Executive’s Base Salary on the Termination Date.


 


7.
Confidential Information.
The Executive understands and acknowledges that during the Employment Term, the Executive will have access to and learn about Confidential
Information, as defined below.


 


7.1
Confidential Information Defined.


 


(a)
Definition.


 




    	11



     


    

 


For
purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally
known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,
practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts,
terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs,
computer software, applications, operating systems, software design, web design, work-in-process, databases, device configurations, embedded
data, compilations, metadata, technologies, manuals, records, articles, systems, material, sources of material, supplier information,
vendor information, financial information, results, accounting information, accounting records, legal information, marketing information,
advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel
information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings,
sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles,
models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental
processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing
information, factory lists, distributor lists, and buyer lists of the Company or any existing or prospective customer, supplier, investor
or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.


 


The
Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is
marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential
or proprietary in the context and circumstances in which the information is known or used.


 


The
Executive understands and agrees that Confidential Information includes information developed by Executive in the course of employment
by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information
shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided
that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.


 


(b)
Company Creation and Use of Confidential Information. The Executive understands and acknowledges that the Company has invested,
and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base,
generating customer and potential customer lists, training its employees, and improving its offerings relating to the karaoke business
including the development, production, marketing, and distribution of consumer karaoke audio equipment, accessories, music, musical instruments,
and licensed youth electronic products. The Executive understands and acknowledges that as a result of these efforts, the Company has
created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive
advantage over others in the marketplace.


 




    	12



     


    

 


(c)
Disclosure and Use Restrictions. The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential;
(ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed,
published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company)
not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and,
in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s
authorized employment duties to the Company or with the prior consent of such officer or director as may be designated by the Board acting
on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties
or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other
resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises
or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company
or with the prior consent of such officer or director as may be designated by the Board acting on behalf of the Company in each instance
(and then, such disclosure shall be made only within the limits and to the extent of such duties or consent).


 


(d)
Permitted disclosures. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required
by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency,
provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall
promptly provide written notice of any such order to such officer or director of the Company as may be designated by the Board.


 


(e)
Permitted Communications. Nothing herein prohibits or restricts the Executive (or the Executive’s attorney) from initiating
communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC),
the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory
authority regarding a possible securities law violation.


 


(f)
Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).
Notwithstanding any other provision of this Agreement:


 


(i)
The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade
secret that:


 




    	13



     


    

 


(A)
is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2)
solely for the purpose of reporting or investigating a suspected violation of law; or


 


(B)
is made in a complaint or other document filed under seal in a lawsuit or other proceeding.


 


(ii)
If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose
the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the
Executive:


 


(A)
files any document containing trade secrets under seal; and


 


(B)
does not disclose trade secrets, except pursuant to court order.


 


The
Executive understands and acknowledges that the Executive’s obligations under this Agreement with regard to any particular Confidential
Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after
the Executive begins employment by the Company) and shall continue during and after the Executive’s employment by the Company until
such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this
Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.


 


8.
Restrictive Covenants.


 


8.1
Acknowledgement. The Executive acknowledges and
agrees that, as a result of the nature of the Company’s business and the nature of the Executive’s position with the Company,
the Executive has been or will come into contact with, and will have access to, Confidential Information belonging to the Company. The
Executive acknowledges that the aforementioned Confidential Information is unique and not generally known to the public with respect
to the Company and has been developed, acquired, and compiled by the Company at its great effort and expense.


 


The
Executive further acknowledges and agrees that any disclosure or use of the Company’s Confidential Information by the Executive,
other than in connection with the Company’s business or as specifically authorized by the Company, will be or may become highly
detrimental to the business of the Company, and serious loss of business and damage to the Company will or may result.


 




    	14



     


    

 


Accordingly,
the Executive agrees to hold all Confidential Information in the strictest confidence and agrees to safeguard and not use, disclose,
divulge or reveal the Company’s Confidential Information to any person, either during the Executive’s employment or at any
time after the termination of the Executive’s employment with the Company, without specific prior written authorization from an
officer or director of the Company as may be designated by the Board.


 


8.2
Non-Competition. Because of the Company’s
legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Employment
Term and for the one (1) year, beginning on the last day of the Executive’s employment with the Company, except in the instance
where Executive is terminated by the Company without Cause or the Executive terminates for a Good Reason, the Executive agrees and covenants
not to engage in Prohibited Activity.


 


For
purposes of this Section 8, “Prohibited Activity” is activity in which the Executive contributes the Executive’s
knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent,
employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the karaoke
business within 20 miles of the Company’s main office. Prohibited Activity also includes activity that may require or inevitably
requires disclosure of trade secrets, proprietary information, or Confidential Information.


 


Nothing
herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,
provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a
group that controls, such corporation.


 


This
Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.


 


8.3
Non-Solicitation of Employees. The Executive
agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment
of any employee of the Company, or attempt to do so during one (1) year, beginning on the last day of the Executive’s employment
with the Company.


 


8.4
Non-Solicitation of Customers.
The Executive understands and acknowledges that because of the Executive’s experience with and relationship to the Company, the
Executive will have access to and learn about much or all of the Company’s customer information. “Customer Information”
includes, but is not limited to, names, phone numbers, addresses, email addresses, order history, order preferences, chain of command,
decision makers, pricing information, and other information identifying facts and circumstances specific to the customer and relevant
to sales or services.


 


The
Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable
harm.


 




    	15



     


    

 


The
Executive agrees and covenants, during one (1) year, to run consecutively, beginning on the last day of the Executive’s employment
with the Company, not to use the Company’s Confidential Information, in for purposes of offering or goods or services similar to
or competitive with those offered by the Company.


 


This
restriction shall only apply to:


 


(a)
Customers or prospective customers the Executive contacted in any way during the twelve (12) months prior to termination;


 


(b)
Customers about whom the Executive has trade secret or confidential information; and


 


(c)
Customers about whom the Executive has information that is not available publicly.


 


9.
Remedies.
In the event of a breach or threatened breach by the Executive of Section 7, Section 8, or Section 9 of this Agreement, the Executive
hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money
damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting
any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages,
or other available forms of relief.


 


10.
Proprietary Rights.


 


10.1
Work Product. At all times while Executive is employed by the Company, the Executive is free to use Work Product and Intellectual
Property which is not gained as result of a breach of this Agreement. “Work Product” and “Intellectual Property”
that is developed by Executive through Executive’s own skill, knowledge, know-how and experience without the assistance or use
of Company assets, that does not relate to the Executive’s work for the Company may, however, be owned and used by the Executive
to whatever extent and in whichever way Executive chooses. Except as set forth in this paragraph “Work Product” and “Intellectual
Property” shall belong to the Company. .The term “Work Product” shall mean all writings, works of authorship, technology,
inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product
of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive
individually or jointly with others during the Employment Term that relate to the business or contemplated business, products, activities,
research, or development of the Company. “Work Product” does not include any of the foregoing that are (a) trade secrets,
inventions, products, ideas, processes, formulas, know-how, improvements, discoveries, developments, designs and techniques; and (b)
information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers, distributors and customers; and (c) information regarding the skills and compensation
of other employees of the Company. The term Intellectual Property Rights shall mean any and all rights in and to US and foreign (a) patents,
patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate
names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing,
(c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how,
and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and
including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar
or equivalent rights or forms of protection in any part of the world.


 




    	16



     


    

 


10.2
Work Made for Hire. Except as otherwise excluded by this paragraph, the Executive acknowledges that, by reason of being employed
by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter
is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the
extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the
Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the
right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all
rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s
rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company
would have had in the absence of this Agreement.


 


10.3
Further Assurances; Power of Attorney. During and after the Employment Term, the Executive agrees to reasonably cooperate with
the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property
Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation,
giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments,
and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of
attorney to execute and deliver any such documents on the Executive’s behalf in the Executive’s name and to do all other
lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance
of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the
Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of
attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.


 


10.4
No License. The Executive understands that this Agreement does not, and shall not be construed to grant the Executive any license
or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software,
or other tools made available to the Executive by the Company.


 




    	17



     


    

 


11.
Security.


 


11.1
Security and Access. The Executive agrees and
covenants (a) to comply with all Company security policies and procedures as in force from time to time, including without limitation
those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company
intranet, internet, social media and instant messaging systems, computer systems, email systems, computer networks, document storage
systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication
technologies (“Facilities and Information Technology Resources”); (b) not to access or use any Facilities and Information
Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources
in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.
The Executive agrees to notify the Company promptly in the event the Executive learns of any violation of the foregoing by others, or
of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities
and Information Technology Resources or other Company property or materials by others.


 


11.2
Exit Obligations. Upon (a) voluntary or involuntary
termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment,
the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification
cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines,
equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb
drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging
to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information
or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or
any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii)
delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession
or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession
or control.


 


12.
Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives
and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection
with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising
and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic
forms and media throughout the world, at any time during or after the Employment Term, for all legitimate commercial and business purposes
of the Company (“Permitted Uses”) without further consent from or royalty, payment, or other compensation to the Executive.
The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims,
actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time
during or after the Employment Term, arising directly or indirectly from the Company and its agents’, representatives’, and
licensees’ exercise of their rights in connection with any Permitted Uses.


 




    	18



     


    

 


13.
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida
without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought
only in a state or federal court located in the state of Broward, County. The parties hereby irrevocably submit to the exclusive jurisdiction
of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.


 


14.
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement
can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. The Executive
agrees and acknowledges that this Agreement shall supersede in all respects that certain Change of Control Agreement entered into as
of January 3, 2014 with the Company. 


 


15.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed
to in writing and signed by the Executive and such officer or director of the Company as may be designated by the Board. No waiver by
either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the
other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent
time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a
waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.


 


16.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified,
or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the
remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become
a part hereof and treated as though originally set forth in this Agreement. 


 


The
parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu
of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting
any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.


 


The
parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In
any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not
modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set
forth herein.


 




    	19



     


    

 


17.
Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement
is to be construed by reference to the caption or heading of any section or paragraph.


 


18.
Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.


 


19.
Tolling.
Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will
run from the first date on which the Executive ceases to be in violation of such obligation.


 


20.
Section 409A.


 


20.1
General Compliance. This Agreement is intended
to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding
any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies
with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation
pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent
possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment.
Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service”
under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under
this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties,
interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.


 


20.2
Specified Employees. Notwithstanding any other
provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s termination
of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the
Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit
shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s
death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before
the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal
Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump
sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their
original schedule.


 




    	20



     


    

 


20.3
Reimbursements. To the extent required by Section
409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:


 


(a)
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(b)
any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the
calendar year in which the expense was incurred; and


 


(c)
any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


20.4
Tax Gross-ups. Any tax gross-up payments provided
under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar
year in which the Executive remits the related taxes.


 


21.
Notification to Subsequent Employer.
When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive
covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive
commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive
covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or
possible future employer.


 


22.
Successors and Assigns.
This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall
be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign
(whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets
of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.


 


23.
Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such
other addresses as specified by the parties by like notice):


 


	If
    to the Company	The
    Singing Machine Company, Inc.
	6301
    NW 5th Way, STE 2900
	Fort
    Lauderdale, FL 33309
	Phone:
    
	Email:
    
	 	 
	If
    to the Executive	Bernardo
    Melo


 




    	21



     


    

 


24.
Representations of the Executive.
The Executive represents and warrants to the Company that:


 


(a)
The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not conflict with or result
in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Executive is a party or is
otherwise bound.


 


(b)
The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not violate any non-solicitation,
non-competition, or other similar covenant or agreement of a prior employer.


 


25.
Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company
to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


26.
Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive
such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


27.
Acknowledgement of Full Understanding.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S
CHOICE BEFORE SIGNING THIS AGREEMENT.


 


[signature
page follows]


 




    	22



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	THE SINGING MACHINE COMPANY, INC.
	 	 
	 	By	/s/
Gary Atkinson
	 	Name:	Gary
    Atkinson
	 	Title:
    	CEO


 


	EXECUTIVE		 
	 	 	 
	Signature:	/s/
    Bernardo Melo	 
	Print
    Name:	Bernardo
    Melo	 


 




    	23