Exhibit
10.1


 


PURCHASE
AGREEMENT


This
PURCHASE AGREEMENT (the “Agreement”), dated as of August 18, 2022, is made by and between Vinco Ventures, Inc.,
a Nevada corporation (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 Note (as defined below).


A.   
Pursuant to that certain Securities Purchase Agreement (as amended, the “SPA”) dated as of July 22, 2021 by and among
the Company, ZASH Global Media and Entertainment Corporation, ZVV Media Partners, LLC and the Holder, the Company sold to the Holder
a Senior Secured Convertible Note in an aggregate principal amount of $120,000,000, of which an aggregate principal amount of $79,990,000
remains outstanding as of the date hereof (the “Note”) and warrants representing the right to acquire shares of the
Company’s common stock, $0.001 par value per share (the “Common Stock”).


B.    
On August 15, 2022, the Holder submitted an Event of Default Redemption Notice to the Company in accordance with the terms of Section
4 of the Note.in light of the Event of Default caused as a result of the Common Stock’s suspension from trading on an Eligible
Market for five (5) consecutive Trading Days (the “Specified Event of Default”).


C.    
..The Company and the Holder have agreed that the Company will purchase a portion of the outstanding principal amount of the Note as set
forth below.


D.   
In connection with such repurchase, the Company has requested that the Holder forbear from exercising certain of its rights and remedies
relating to the Specified Event of Default and, subject to the terms and conditions set forth in this Purchase Agreement, the Holder
is willing to forbear from exercising such rights relating to the Specified Event of Default.


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.	REPURCHASE
                                            OF NOTE. The parties hereto hereby agree that on
                                            the date hereof, the Company shall repurchase (the “Company Repurchase”)
                                            $55,000,000 of the Principal amount of the Note then outstanding (the “Company Repurchase
                                            Amount”). The Company Repurchase Amount shall be repurchased by the Company for
                                            $65,000,000 (the “Company Repurchase Price”) in cash by wire transfer
                                            of immediately available funds pursuant to Holder’s wire instructions set forth on
                                            the Holder’s signature page attached hereto. To the extent the Company Repurchase made
                                            pursuant to this Section 1 is deemed or determined by a court of competent jurisdiction to
                                            be a prepayment of the Note by the Company, such repurchase shall be deemed to be a voluntary
                                            prepayment. Notwithstanding anything to the contrary in this Section 1, but subject to Section
                                            3(d) of the Note, until the Company Repurchase Amount is paid in full, the Company Repurchase
                                            Amount (together with any Interest and Late Charges thereon) may be converted, in whole or
                                            in part, by the Holder into Common Stock pursuant to Section 3 of the Note. The parties hereto
                                            agree that in the event the Company fails to repurchase any portion of the Note under this
                                            Section 1, the Holder’s damages would be uncertain and difficult to estimate because
                                            of the parties’ inability to predict future interest rates and the uncertainty of the
                                            availability of a suitable substitute investment opportunity for the Holder. 



 






    	 



    	 



    

 


		2.	RELEASE
                                            FROM CONTROL ACCOUNT.



		a.	The
                                            Company shall be permitted to release up to $70,000,000 from the Control Account; provided
                                            that $65,000,000 of such amount is wired directly from the Control Account to the Holder
                                            as payment of the Company Repurchase Price (the “Company Cash Release”).



		b.	If
                                            the Holder converts $5,000,000 of the Principal amount of the Note after the date hereof,
                                            the Holder shall, provided there is not then an Event of Default or an event that with the
                                            passage of time or giving of notice would constitute an Event of Default and no material
                                            breach of any written agreement between the Company and the Holder has occurred, release from
                                            the Control Account to the Company 50% of any additional Principal amount of the Note
                                            converted in excess of the initial $5,000,000 Principal amount converted after the date
                                            hereof.



		3.	AMENDMENT
                                            TO NOTE. Pursuant to Section 7(d) of the Note, as of the date of this Agreement, the
                                            Conversion Price of the Note shall be voluntarily and irrevocably adjusted to equal $1.00,
                                            subject to further adjustments as provided in the Note.



		4.	ACKNOWLEDGEMENT
                                            OF EVENT OF DEFAULT. The Company hereby acknowledges that the Specified Event of Default
                                            has occurred and that the Specified Event of Default would permit the Holder to, among other
                                            things, (i) demand the Company make payment to the Holder of any amount due, or to become
                                            due, under the Notes, (ii) charge Interest at the Default Rate in accordance with the Notes,
                                            (iii) redeem the entire outstanding Conversion Amount of the Notes, (iv) commence any legal
                                            or other action to collect any or all of the amounts owed under the Notes from the Company
                                            or any Collateral, (v) exercise any secured creditor remedies that Holder may have, including,
                                            without limitation, by foreclosing or otherwise realizing upon any or all of the Collateral
                                            and or setting off and applying any deposits or other amounts or proceeds of Collateral to
                                            the payment of any or all of the Company’s obligations under the Notes, and (vi) take
                                            any other enforcement action or otherwise exercise any or all rights, remedies, powers and
                                            privileges provided for by any or all of the Documents or applicable law or equity (all of
                                            the foregoing, the “Remedies”).



		5.	FORBEARANCE,
                                            Notwithstanding the occurrence of the Specified Event of Default, the Holder hereby agrees
                                            to forbear from exercising any of the Remedies solely with respect to the Specified Event
                                            of Default effective only upon satisfaction in full of the following conditions precedent
                                            on or before August 19, 2022, unless waived in writing by the Holder (the first date upon
                                            which all such conditions have been satisfied or waived, as the case may be, by the Holder
                                            being referred to herein as the “Effective Date”):



		a.	The
                                            representations and warranties contained in this Purchase Agreement shall be correct on and
                                            as of the Effective Date as though made on and as of such date unless such representations
                                            or warranties are stated to relate to an earlier date, in which case such representations
                                            and warranties shall be true and correct as of such earlier date;



		b.	No
                                            default or Event of Default shall have occurred and be continuing on the Effective Date;



		c.	The
                                            Company shall reimburse the Holder for its reasonable legal fees and expenses actually incurred
                                            in connection with the preparation and negotiation of this Agreement and transactions contemplated
                                            thereby, by paying any such amount to Schulte Roth & Zabel LLP by wire transfer of immediately
                                            available funds in accordance with the written instructions of Schulte Roth & Zabel LLP;
                                            and



		d.	The
                                            Company shall have complied with any term, condition or covenant set forth in this Purchase
                                            Agreement in a timely manner,



 






    	 



    	 



    

 


		6.	REPRESENTATIONS
                                            AND WARRANTIES. The Holder represents and warrants to the Company, and the Company represents
                                            and warrants to the Holder as of the date hereof that: Such person is an entity duly organized
                                            and validly existing under the laws of the jurisdiction of its formation, has the requisite
                                            power and authority to execute and deliver this Agreement and to carry out and perform all
                                            of its obligations under the terms of this Agreement.  This Agreement has been duly
                                            executed and delivered on behalf of such person, and this Agreement constitutes the valid
                                            and legally binding obligation of such person enforceable against such person 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; The execution, delivery and performance by such person of this Agreement
                                            and the consummation by such person of the transactions contemplated hereby will not (i)
                                            result in a violation of the organizational documents of such person, (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 such person 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 such person, except in the case of clause
                                            (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 such person to perform its obligations hereunder; The balance of the Principal
                                            amount of the Note outstanding immediately following the Company Repurchase equals $24,990,000;
                                            The balance of the cash deposited in the Control Account outstanding immediately following
                                            the Company Repurchase and the Company Cash Release equals $10,000,000.



		7.	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 9:30 a.m., New York City time,
                                            on August 18, 2022, 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.



		8.	MISCELLANEOUS.
                                            This Agreement may be executed in any number of counterparts, which together shall constitute
                                            one and the same agreement and shall become effective when counterparts have been signed
                                            by each party and delivered to the other party. Counterparts may be delivered via facsimile,
                                            electronic mail (including pdf or any electronic signature complying with the U.S. federal
                                            ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
                                            so delivered shall be deemed to have been duly and validly delivered and be valid and effective
                                            for all purposes. In the event that any provision of this Agreement is found to be void or
                                            invalid, then such provision shall be deemed to be severable from the remaining provisions
                                            of this Agreement, and it shall not affect the validity of the remaining provisions, which
                                            provisions shall be given full effect as if the void or invalid provision had not been included
                                            herein so long as this Agreement as so modified continues to express, without material change,
                                            the original intentions of the parties hereto 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). The terms and provisions of
                                            this Agreement shall inure to the benefit of and be binding upon the heirs, successors and
                                            assigns of the parties. This Agreement shall be governed by, and construed in accordance
                                            with, the laws of the State of New York (without giving effect to the conflict of laws principles
                                            thereof). The courts of the State of New York shall have exclusive jurisdiction to resolve
                                            any and all disputes that may arise under this Agreement. Any amendments or modifications
                                            hereto must be executed in writing by all parties. Each party hereto 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.



[Signature
Page Follows]