Exhibit
10.1


 


AMENDED
AND RESTATED


 


TAX
MATTERS AGREEMENT


 


By
and between


 


VINCO
VENTURES, INC.


 


and


 


CRYPTYDE,
INC.


 


Dated
as of June 7, 2022


 


THIS
AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”), effective as of May 5, 2022, is entered
into as of June 7, 2022, by and between Vinco Ventures, Inc., a Nevada corporation (“Vinco”), and Cryptyde,
Inc., a Delaware corporation and wholly owned subsidiary of Vinco (“Cryptyde”). Each of Vinco and Cryptyde
is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”


 


WHEREAS,
the Parties have entered into that certain Tax Matters Agreement dated on May 5, 2022 (the “Original
Agreement”); and


 


WHEREAS,
the Parties enter into this Agreement to amend, restate, supersede, and replace the Original Agreement in its entirety, upon the terms
and conditions set forth herein.


 


WHEREAS,
pursuant to the Separation and Distribution Agreement, dated as of May 5, 2022, by and between Vinco and Cryptyde (the “Separation
Agreement”), Vinco agreed, among other things, to contribute certain assets to Cryptyde (the “Contribution”)
and to distribute all of the outstanding stock of Cryptyde to Vinco’s stockholders (the “Distribution”);


 


WHEREAS,
prior to consummation of the Distribution, Vinco was in “control” of Cryptyde (within the meaning of Section 368(c) of the
Code);


 


WHEREAS,
the Parties intend that, for federal income Tax purposes, the Contribution and the Distribution qualify as a reorganization within the
meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies and this Agreement and any related
agreement constitute a “plan of reorganization” within the meaning of Section 368 of the Code;


 


WHEREAS,
the obligation of Vinco to consummate the Contribution and Distribution is conditioned, among other things, upon the receipt of a tax
opinion from the Tax Advisor that the Contribution and the Distribution should qualify as a reorganization within the meaning of Section
368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies (the “Tax Opinion”); and


 


WHEREAS,
the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and
cooperation in the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (b) set forth certain covenants
and indemnities relating to the preservation of the intended Tax treatment of the Contribution and the Distribution.


 




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NOW,
THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties
mutually covenants and agrees as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Section
1.01. General. As used in this Agreement, the following terms have the following meanings:


 


“Affiliated
Group” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code, or any other group filing consolidated,
combined, or unitary Tax Returns under state, local or foreign law.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Combined
Tax Return” means a Tax Return filed in respect of federal, state, local or foreign income Taxes for an Affiliated Group, or any
other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code).


 


“Contribution”
has the meaning set forth in the recitals to this Agreement.


 


“Cryptyde”
has the meaning set forth in the preamble to this Agreement.


 


“Cryptyde
Group” has the meaning set forth in the Separation Agreement.


 


“Distribution”
has the meaning set forth in the recitals to this Agreement.


 


“Distribution
Date” means the date on which the Distribution occurs.


 


“Effective
Time” means the time at which the Distribution becomes effective.


 


“Final
Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of: (i) a final decision,
judgment, decree, or other order by any court of competent jurisdiction that can no longer be appealed; (ii) a final settlement with
the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under
the laws of other jurisdictions, that resolves the entire Tax liability for any taxable period; or (iii) any other final resolution,
including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS
or other Tax Authority.


 


“Indemnified
Party” means the Party that is entitled to seek indemnification from the other Party pursuant to the provisions of Section 2.01.


 




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“Indemnifying
Party” means the Party from which the other Party is entitled to seek indemnification pursuant to the provisions of Section 2.01.


 


“IRS”
means the Internal Revenue Service or any successor thereto, including its agents, representatives, and attorneys.


 


“Party”
has the meaning set forth in the preamble to this Agreement.


 


“Person”
has the meaning set forth in Section 7701(a)(1) of the Code.


 


“Post-Distribution
Period” means any taxable period (or portion thereof) beginning after the Distribution Date.


 


“Pre-Distribution
Period” means any taxable period (or portion thereof) ending on or before the Distribution Date.


 


“Separation
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Spin-Off
Businesses” means Cryptyde’s businesses relating to packaging, Bitcoin mining services, and Web3 products.


 


“Tax”
means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any federal, state or local or
foreign governmental authority, including income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise,
payroll, withholding, social security, value added, real property transfer, intangible, recordation, registration, documentary, stamp,
and other taxes of any kind whatsoever, and (ii) any interest, penalties, or additions attributable thereto.


 


“Tax
Advisor” means Seward & Kissel LLP.


 


“Tax
Arbiter” has the meaning set forth in Section 5.08.


 


“Tax
Attributes” means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit
carryovers, overall foreign losses, previously taxed income, separate limitation losses, deductions, credits or other comparable items,
and assets basis that could affect a Tax liability for a past or future taxable period.


 


“Tax
Authority” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental
or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).


 


“Tax
Matter” has the meaning set forth in Section 4.01.


 


“Tax
Notice” has the meaning set forth in Section 2.06.


 


“Tax
Opinion” has the meaning set forth in the recitals to this Agreement.


 




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“Tax
Opinion Documents” means the Tax Opinion and the information and representations provided by, or on behalf of, Vinco or Cryptyde
to the Tax Advisor in connection therewith.


 


“Tax
Return” means any return, report, certificate, form, or similar statement or document (including any related or supporting information
or schedule attached thereto and any information return, or declaration of estimated Tax) supplied or required to be supplied to, or
filed with, a Tax Authority in connection with the payment, determination, assessment or collection of any Tax or the administration
of any laws relating to any Tax and any amended Tax return or claim for refund.


 


“Tax-Free
Status of the Transactions” means the qualification of the Contribution and the Distribution as a reorganization within the meaning
of Section 368(a)(1)(D) of the Code and a distribution with respect to which gain or loss is not recognized by Vinco, Cryptyde, or their
respective shareholders pursuant to Section 355 of the Code.


 


“Transaction
Documents” means this Agreement and the Separation Agreement.


 


“Transfer
Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp, or similar
Taxes imposed on the Contribution or the Distribution.


 


“Treasury
Regulations” means the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of succeeding regulations).


 


“Vinco”
has the meaning set forth in the preamble to this Agreement.


 


“Vinco
Group” has the meaning set forth in the Separation Agreement.


 


Section
1.02. Additional Definitions. Capitalized terms used but not defined in this Agreement have the meaning ascribed to them in the
Separation Agreement.


 


ARTICLE
II


 


ALLOCATION,
PAYMENT AND INDEMNIFICATION


 


Section
2.01. Responsibility for Taxes; Indemnification.


 


(a)
Cryptyde shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco for, (i) any of its taxes for all periods
prior to and after the Distribution and (ii) any taxes of the Vinco Group for periods prior to the Distribution to the extent attributable
to the Spin-Off Businesses.


 


(b)
Vinco shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde for, any of the taxes of the Vinco group
other than taxes for which Cryptyde is responsible.


 




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(c)
If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit
its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as
to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay
to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations,
the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees
with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such
calculations.


 


(d)
For all Tax purposes, Vinco and Cryptyde agree to treat (i) any payment required by this Agreement (other than payments with respect
to interest accruing after the Effective Time) as either a contribution by Vinco to Cryptyde or a distribution by Cryptyde to Vinco as
the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax
Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required
under this Agreement to make such payment, in either case except as otherwise mandated by applicable law.


 


(e)
The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually
realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and
to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any
increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the
indemnity payment was not taxable.


 


Section
2.02. Determination of Taxes Attributable to the Spin-Off Businesses.


 


(a)
For purposes of Section 2.01(a)(ii), the amount of Taxes attributable to the Spin-Off Businesses shall be determined by Cryptyde on a
pro forma Combined Tax Return of Vinco Group prepared: (i) assuming that the members of the Vinco Group were not included in the group
that filed the relevant Combined Tax Return; (ii) including only Tax items of members of the Vinco Group that were included in the relevant
Combined Tax Return; (iii) using all elections, accounting methods, and conventions used on the relevant Combined Tax Return for such
period; (iv) applying the highest statutory marginal corporate income Tax rate in effect for the relevant taxable period; (v) assuming
that the Vinco Group elects not to carry back any net operating losses; and (vi) assuming that the Vinco Group’s utilization of
any Tax Attribute carryforward or carryback is limited to the Tax Attributes of the Vinco Group that would be available if the Tax liability
of Vinco for each prior taxable year were determined in accordance with this Section 2.02.


 


(b)
The Parties shall cooperate in good faith in order to jointly determine the allocation of items of income and expense and intercompany
eliminations for purposes of preparing the pro forma Combined Tax Return of Vinco pursuant to Section 2.02(a).


 




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Section
2.03. Payment of Sales, Use or Similar Taxes. Transfer Taxes shall be borne fifty percent (50%) by Cryptyde and fifty percent
(50%) by Vinco. Notwithstanding anything in this Section 2.03 to the contrary, the Party required by applicable law shall remit payment
for any Transfer Taxes and duly and timely file any related Tax Returns, subject to any indemnification rights it may have against the
other Party, which shall be paid in accordance with Section 2.01(c). The Parties shall cooperate in: (i) determining the amount of such
Taxes; (ii) providing all available exemption certificates; and (iii) preparing and timely filing any and all required Tax Returns for
or with respect to such Taxes with any and all appropriate Tax Authorities.


 


Section
2.04. Treatment of Equity Awards.


 


(a)
To the extent permitted by law, income Tax deductions with respect to the issuance, exercise, vesting or settlement after the Distribution
Date of any Cryptyde equity awards or Vinco equity awards shall be claimed: (i) in the case of an active officer or employee, solely
by the group that employs such officer or employee at the time of such issuance, exercise, vesting, or settlement, as applicable; (ii)
in the case of a former officer or employee, solely by the group that was the last to employ such former officer or employee; and (iii)
in the case of a director or former director (who is not an officer or employee or former officer or employee of a member of either group),
(A) solely by the Cryptyde Group if such person was, at any time before or after the Distribution, a director of any member of the Cryptyde
Group, and (B) in any other case, solely by the Vinco Group.


 


(b)
If, notwithstanding clause (a), the Vinco Group actually utilizes any deductions for a taxable period ending after the Distribution Date
with respect to (i) the issuance, exercise, vesting or settlement after the Distribution Date of any Cryptyde equity awards, or (ii)
any liability with respect to compensation required to be paid or satisfied by, or otherwise allocated to, any member of the Cryptyde
Group in accordance with any Transaction Document, Vinco shall promptly remit an amount equal to the overall net reduction in actual
cash Taxes paid by the Vinco Group (determined on a “with and without” basis) resulting from the event giving rise to such
deduction in the year of such event. If a Tax Authority subsequently reduces or disallows the use of such a deduction by the Vinco Group,
Cryptyde shall return an amount equal to the overall net increase in Tax liability of the Vinco Group owing to the Tax Authority to the
remitting party.


 


(c)
For any taxable period (or portion thereof), except as Cryptyde may at any time determine in its reasonable discretion, Cryptyde shall
satisfy, or shall cause to be satisfied, all applicable withholding and reporting responsibilities (including all income, payroll, or
other Tax reporting related to income to any current or former employees) with respect to the issuance, exercise, vesting or settlement
of Cryptyde equity awards that settle with or with respect to stock of Cryptyde.


 


(d)
For any taxable period (or portion thereof), Vinco shall satisfy, or shall cause to be satisfied, all applicable withholding and reporting
responsibilities (including all income, payroll, or other Tax reporting related to income to any current or former employees) with respect
to the exercise, vesting or settlement of Vinco equity awards that settle with or with respect to stock of Vinco. Cryptyde and Vinco
acknowledge and agree that the Parties shall cooperate with each other and with third-party providers to effectuate withholding and remittance
of Taxes, as well as required Tax reporting, in a timely manner.


 




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Section
2.05. Tax Refunds. Cryptyde shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority)
of Taxes for which Cryptyde is responsible for hereunder, Vinco shall be entitled to any refund (and any interest thereon received from
the applicable Tax Authority) of Taxes for which Vinco is responsible for hereunder, and a Party receiving a refund to which the other
Party is entitled hereunder shall pay over such refund to such other Party within twenty (20) days after such refund is received.


 


Section
2.06. Audits and Proceedings.


 


(a)
Notwithstanding any other provision hereof, if after the Distribution Date, an Indemnified Party receives any notice, letter, correspondence,
claim, or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it
has suffered or potentially could suffer any Tax liability for which it is indemnified pursuant to Section 2.01, the Indemnified Party
shall deliver such Tax Notice to the Indemnifying Party within ten (10) days of the receipt of such Tax Notice; provided, however, that
the failure of the Indemnified Party to provide the Tax Notice to the Indemnifying Party shall not affect the indemnification rights
of the Indemnified Party pursuant to Section 2.01, except to the extent that the Indemnifying Party is prejudiced by the Indemnified
Party’s failure to deliver such Tax Notice. If the Indemnifying Party fails within a reasonable time after notice to defend any
such Tax Notice or the resulting audit or proceeding as provided herein, the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax liability
within fifteen (15) days after a Final Determination of such Tax liability.


 


(b)
If after the Distribution Date, Cryptyde or Vinco receive a Tax Notice that could have an impact on the other Party, Cryptyde or Vinco,
as applicable, shall deliver such Tax Notice to the other Party within ten (10) days of the receipt of such Tax Notice.


 


Section
2.07. Carryforwards and Carrybacks.


 


(a)
Cryptyde shall notify Vinco after the Distribution Date of any consolidated carryover item which may be partially or totally attributed
to and carried over by Vinco or a member of its Affiliated Group and will notify Vinco of subsequent adjustments which may affect such
carryover item.


 


(b)
To the extent permitted by applicable law, Vinco shall not carry back any federal income Tax item to any Pre-Distribution Period.


 


Section
2.08. Tax Attributes. Tax Attributes arising in a Pre-Distribution Period shall be allocated to the Cryptyde Group and the Vinco
Group in accordance with the Code and Treasury Regulations. The Parties shall jointly determine the allocation of such Tax Attributes
arising in Pre-Distribution Periods as soon as reasonably practicable following the Distribution Date, and hereby agree to compute all
Taxes for Post-Distribution Periods consistently with that determination unless otherwise required by a Final Determination.


 




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Section
2.09. Section 336(e) Election.


 


(a)
Pursuant to Treasury Regulations Sections 1.336-2(h) and (j), Cryptyde and Vinco agree that Vinco shall make a timely protective election
under Section 336(e) of the Code and the Treasury Regulations issued thereunder with respect to the Distribution for each member of the
Vinco Group that is a domestic corporation for federal income Tax purposes.


 


(b)
In the event that an election contemplated in Section 2.9(a) is made and becomes effective, then the Parties shall share in any Tax benefit
derived as a result of such election in accordance with the Parties’ relative responsibility for such Taxes under this Article
II, and payments shall be made between the Parties, if necessary.


 


(c)
The Parties shall cooperate in good faith in order to determine whether to make any elections contemplated in Section 2.09(a) and in
the timely completion of such elections, if any.


 


ARTICLE
III


 


TAX-FREE
STATUS OF THE TRANSACTIONS


 


Section
3.01. Representations and Warranties.


 


(a)
Vinco. Vinco hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations
made in the Vinco Tax Representation Letter are, or will be from the time presented or made through and including the Effective Time
and thereafter, true, correct, and complete in all respects.


 


(b)
Cryptyde. Cryptyde hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations
made in the Cryptyde Tax Representation Letter and any other materials (including the Revenue Procedure 96-30 checklist) delivered or
deliverable by Cryptyde in connection with the rendering by the Tax Advisor of the Tax Opinion are, or will be from the time presented
or made through and including the Effective Time and thereafter, true, correct, and complete in all respects.


 


(c)
No Contrary Knowledge. Each of Cryptyde and Vinco represents and warrants that it knows of no fact that may cause the Tax treatment of
the Contribution or the Distribution to be other than the Tax-Free Status of the Transactions.


 


Section
3.02. Covenants.


 


(a)
Preservation of Tax-Free Status. Neither Cryptyde nor Vinco shall take or fail to take any action within its control that would negate
the Tax-Free Status of the Transactions.


 


(b)
Tax Reporting. Each of Cryptyde and Vinco covenants and agrees that it will not take any position on any Tax Return that is inconsistent
with the Tax-Free Status of the Transactions.


 


(c)
Actions Consistent with Representations and Covenants. Neither Cryptyde nor Vinco shall take any action, or to fail to take any action,
which action or failure would be inconsistent with or cause to be untrue any material information, covenant, or representation in this
Agreement, the Separation Agreement, or the Tax Opinion Documents.


 




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(d)
Plan or Series of Related Transactions. For a period of two (2) years from the Distribution Date, none of Cryptyde, its affiliates, or
any of their respective officers, directors or authorized agents will enter into any agreement, understanding or arrangement, or any
substantial negotiations with respect to any transaction or series of transactions, including any issuance or transfer of an option (within
the meaning of Section 355(e) of the Code), that is for purposes of Section 355(e) of the Code and the Treasury Regulations thereunder
(including, for purposes of this Section 3.02(d), any proposed income tax regulations to the extent no final or temporary income tax
regulations have been issued that supersede such proposed regulations), part of a plan or series of related transactions with the Distribution
pursuant to which one or more Persons acquire, directly or indirectly, stock possessing fifty percent (50%) or more of the total combined
voting power or value of all classes of stock of Cryptyde.


 


(e)
During the two-year period following the Distribution Date:


 


(i)
Cryptyde shall (A) maintain its status as a company engaged in an active trade or business for purposes of Section 355(b)(2) of the Code,
and (B) not engage in any transaction that would result in it ceasing to be a company engaged in an active trade or business for purposes
of Section 355(b)(2) of the Code.


 


(ii)
Cryptyde shall not, and shall not agree to, liquidate or merge, consolidate, or amalgamate with any other Person.


 


(iii)
Cryptyde shall not take any action that could reasonably be expected to cause the Transfer and Distribution to fail to qualify as tax-free
transactions for U.S. federal income tax purposes.


 


ARTICLE
IV


 


COOPERATION


 


Section
4.01. General Cooperation. The Parties shall each cooperate fully with all reasonable requests in writing from the other Party,
or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Tax
refunds, Tax proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable
to or arising in connection with Taxes of any of the Parties covered by this Agreement and the establishment of any reserve required
in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of
any information reasonably necessary or helpful in connection with a Tax Matter and shall include, at each Party’s own cost:


 


(a)
the provision of any Tax Returns of the Parties, books, records (including information regarding ownership and Tax basis of property),
documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents
relating to rulings or other determinations by Tax Authorities;


 


(b)
the execution of any document (including any power of attorney) in connection with any Tax proceedings of any of the Parties, or the
filing of a Tax Return or a Tax refund claim of the Parties;


 




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(c)
the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and


 


(d)
the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers,
and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties.


 


Each
Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in
connection with the foregoing matters.


 


Section
4.02. Retention of Records. Cryptyde and Vinco shall retain or cause to be retained all Tax Returns, schedules and workpapers,
and all material records or other documents relating thereto in their possession, until sixty (60) days after the expiration of the applicable
statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents
relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material
records or documents. A Party intending to destroy any material records or documents required to be retained pursuant to this Section
4.02 shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and
documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations
that may affect the period for which the foregoing records or other documents must be retained.


 


ARTICLE
V


 


MISCELLANEOUS


 


Section
5.01. Tax Sharing Agreements. All Tax sharing, indemnification and similar agreements, written or unwritten, as between Cryptyde,
on the one hand, and Vinco, on the other (other than this Agreement and any other Transaction Document), shall be or shall have been
terminated no later than the Effective Time and, after the Effective Time, neither Cryptyde nor Vinco shall have any further rights or
obligations under any such Tax sharing, indemnification or similar agreement.


 


Section
5.02. Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due
date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate
in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.


 


Section
5.03. Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained
in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided,
however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the
expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to
the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival
period, such indemnification shall survive until such time as such claim is finally resolved.


 




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Section
5.04. Termination. Notwithstanding any provision to the contrary, this Agreement may be terminated and the Distribution abandoned
at any time prior to the Effective Time by either Party in its sole discretion without the prior approval of the other Party. In the
event of such termination, this Agreement shall become void and no party, or any of its officers and directors, shall have any liability
to any Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing
signed by each of the Parties to this Agreement.


 


Section
5.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under
any law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties to this Agreement
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to
the greatest extent possible.


 


Section
5.06. Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement
of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both
written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.


 


Section
5.07. Effective Date. This Agreement shall become effective only upon the occurrence of the Distribution.


 


Section
5.08. Dispute Resolution. In the event of any dispute relating to this Agreement, the Parties shall work together in good faith
to resolve such dispute within thirty (30) days. In the event that such dispute is not resolved, upon written notice by a Party after
such thirty (30)-day period, the matter shall be referred to a Tax counsel or other tax advisor of recognized national standing (the
“Tax Arbiter”) that will be jointly chosen by Cryptyde and Vinco. The Tax Arbiter may, in its discretion, obtain
the services of any third party necessary to assist it in resolving the dispute. The Tax Arbiter shall furnish written notice to the
parties to the dispute of its resolution of the dispute as soon as practicable, but in any event no later than ninety (90) days after
acceptance of the matter for resolution. Any such resolution by the Tax Arbiter shall be binding on the Parties, and the Parties shall
take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Arbiter shall be shared
equally by the Parties.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly by their respective authorized officers as of the date first
above written.


 


	 	VINCO
    VENTURES, INC.
	 	 	              
	 	By:	 Philip
                                            Jones 

	 	 	 
	 	 	/s/
                                            Vinco Ventures, Inc.

	 	 	 
	 	CRYPTYDE,
    INC.
	 	 	 
	 	By:	 Brian
                                            McFadden 

	 	 	 
	 	 	/s/
                                            Cryptyde, Inc.



 




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