Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT 


 


This
Indemnification Agreement (“Agreement”) is made as of __________, 2022 by and between The Singing Machine, Inc., a
Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes
and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.


 


RECITALS


 


WHEREAS,
it is essential that the Company be able to retain and attract as directors and officers the most capable persons available;


 


WHEREAS,
the Company desires to have Indemnitee serve or continue to serve as a director and/or officer of the Company;


 


WHEREAS,
the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted in today’s environment against
directors and officers of publicly-traded companies;


 


WHEREAS,
the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated
Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee
may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);


 


WHEREAS,
the Certificate of Incorporation, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are
not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


WHEREAS,
the Company does not want capable persons available to serve as directors and/or officers of the Company to be dissuaded from serving
in such roles due to concerns related to the increased corporate litigation that has subjected directors and/or officers of publicly-traded
companies to litigation risks and expenses;


 


WHEREAS,
the Company has determined that preserving and enhancing its ability to retain and attract as directors and officers the most capable
persons available is in the best interests of the Company;


 


WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to indemnification to the
fullest extent permitted by law against litigation risks and expenses and to the advancement of expenses (regardless of, among other
things, any amendment to the Certificate of Incorporation or Bylaws, or any change in the ownership of the Company or the composition
of its Board of Directors);


 




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WHEREAS,
the Company and Indemnitee desire to enter into this Agreement in order for Indemnitee to rely upon the rights afforded under this Agreement
in accepting and serving or continuing to serve in Indemnitee’s position as a director and/or officer of the Company;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification, advancement of expenses and any other rights provided to,
or for the benefit of, the Indemnitee by the Certificate of Incorporation and/or Bylaws and any resolutions adopted pursuant thereto
and shall not be deemed a substitute thereof, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


NOW,
THEREFORE, in consideration of the premises and of Indemnitee agreeing to serve, or continuing to serve, the Company after the date
hereof directly or, at the Company’s request, as an officer, director, manager, member, partner, tax matters partner, fiduciary
or trustee of, or in any other capacity with, another Person (as defined below) or any employee benefit plan, the sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section
1. Services to the Company. Indemnitee agrees to serve, as applicable, as a director, officer, employee or agent of the Company
or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to
continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries
or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of
its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without
cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries
or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or
officer of the Company, by the Certificate of Incorporation, the Company’s Bylaws, and the DGCL. The foregoing notwithstanding,
this Agreement shall continue in force after Indemnitee has ceased to serve, as applicable, as an officer, director, agent or employee
of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership,
joint venture, trust or other enterprise, as provided in Section 16 hereof.


 


Section
2. Definitions. As used in this Agreement:


 


(a)
References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of
the Company.


 




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(b)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
of the following events:


 


i.
Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company
representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the
change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors; provided, however, that the foregoing
shall not include any Person having such status prior to the consummation of the initial public offering of the Company’s securities
unless after the initial public offering such Person is or becomes the Beneficial Owner, directly or indirectly, of additional securities
of the Company representing in the aggregate an additional five percent (5%) or more of the combined voting power of the Company’s
then outstanding securities;


 


ii.
During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the
Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority of the members of the Board;


 


iii.
The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined
voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the
power to elect at least a majority of the board of directors or other governing body of such surviving entity;


 


iv.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


v.
There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether
or not the Company is then subject to such reporting requirement.


 


For
purposes of this Section 2(b), the following terms shall have the following meanings:


 


(A)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 




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(B)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that
Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company,
and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.


 


(C)
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving
a merger of the Company with another entity.


 


(c)
“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company
or any subsidiary of the Company or of any other corporation, limited liability company, partnership or joint venture, trust or other
enterprise which such person is or was serving at the request of the Company.


 


(d)
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(e)
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture,
trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner,
managing member, employee, agent or fiduciary.


 


(f)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts
and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal
bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement, or under any directors’ and officers’ liability
insurance policies maintained by the Company, by litigation or otherwise. The parties agree that for the purposes of any advancement
of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such
demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




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(g)
“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses
of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(h)
The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross
claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative,
legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved
as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of
the Company, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to
act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in
such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can
be provided under this Agreement. If the Indemnitee reasonably believes that a given situation may lead to or culminate in the institution
of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(i)
Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries, including as a
deemed fiduciary thereto; and a person who acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests
of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the
best interests of the Company” as referred to in this Agreement.


 


Section
3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section
3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3,
Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties and
amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of
such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable
cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest
extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification
provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested directors or applicable law.


 




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Section
4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of
the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification
for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court (as hereinafter defined) or any
court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement,
to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent
permitted by law. For purposes of this Section 5 and without limitation, Indemnitee will be deemed to have been “successful on
the merits” in circumstances including but not limited to the termination of any Proceeding or of any claim, issue or matter therein,
by the winning of a dismissal (with or without prejudice), motion for summary judgment, settlement (with or without court approval),
or upon a plea of nolo contendere or its equivalent.


 


Section
6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted
by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked
to participate in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


Section
7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 




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Section
8. Additional Indemnification.


 


(a)
Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable
law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.


 


(b)
For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall
include, but not be limited to:


 


i.
to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii.
to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


Section
9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnification payment in connection with any claim involving Indemnitee:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, however,
that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any
amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to
Indemnitee pursuant to this Agreement; or


 


(b)
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or
common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation
or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange
Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee
of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of
the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section
10D of the Exchange Act; or


 




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(c)
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, except (i) if the
Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) if the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) with respect to counterclaims or affirmative
defenses asserted by Indemnitee in an action brought against Indemnitee; or (iv) with respect to any action brought by Indemnitee for
indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company in the suit for which indemnification or advancement is being sought; or


 


(d)
For which payment is prohibited by law, as determined in a final, non-appealable adjudication by a court of competent jurisdiction not
subject to further appeal.


 


Section
10. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, the Expenses
incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding or the preparation of any Proceeding), and such
advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances
from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances
shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification, and Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. In
accordance with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed, and reasonable
expenses with respect to any action brought by Indemnitee under any directors’ and officers’ liability insurance policies
maintained by the Company in the suit for which indemnification or advancement is being sought. The right to advances under this section
shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Indemnitee shall qualify for
advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee
undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. Without
limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance
with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount
sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. This Section 10 shall not apply to any claim made by
Indemnitee for which indemnity is excluded pursuant to Section 9(a), (b) or (c).


 


Section
11. Procedure for Notification and Defense of Claim.


 


(a)
Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder
will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and
any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of
the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested
indemnification.


 




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(b)
The Company will be entitled to participate in the Proceeding at its own expense.


 


Section
12. Procedure Upon Application for Indemnification.


 


(a)
Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control
shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a
committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of
the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders
of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. The Company and Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is
not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.


 


(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to
the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn
or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission
by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).


 




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Section
13. Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent allowed by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall have the burden
of proof to overcome that presumption, by clear and convincing evidence, in connection with the making by any person, persons or entity
of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by
its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)
Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether
Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of
the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii)
a prohibition of such indemnification under applicable law, as determined by a court of competent jurisdiction in a final adjudication
not subject to further appeal; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to
be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company
of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration
at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B)
a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii)
if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.


 




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(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, financial
advisor or other expert selected with reasonable care by or on behalf of the Enterprise. The provisions of this Section 13(d) shall not
be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(e)
The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section
14. Remedies of Indemnitee.


 


(a)
Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety
(90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
5, 6 or 7 or the second to last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written
request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after
a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person
takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or
Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder,
Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement of
Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking
an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 14(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication or award
in arbitration.


 




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(b)
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a
de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c)
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest
extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement
or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by
law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by
the Company of a written request therefor) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any
action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company.


 


(e)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under
this Agreement shall be required to be made prior to the final disposition of the Proceeding.


 




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Section
15. Non-exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or
of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted
by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of
any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of
the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of
such policies. If requested by Indemnitee, within two business days of such request the Company will instruct the insurance carriers
and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim. In the event of a Change
in Control, or the Company becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and
the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in respect of Indemnitee
(including directors’ and officers’ liability, fiduciary, employment practices or otherwise), for a period of six years thereafter
(“Tail Policy”). The Tail Policy shall be placed by the broker of the Company’s choice with incumbent insurance
carriers using the policies that were in place at the time of the Change in Control (unless the incumbent carriers do not offer such
policies, in which case the Tail Policy shall be substantially comparable in scope and amount as the expiring policies, and the insurance
carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).


 


(d)
In the event of any payment made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 




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(e)
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy
purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant
to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.


 


(f)
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust
or other enterprise.


 


Section
16. Duration of Agreement; Successors.


 


(a)
This Agreement shall continue until and terminate upon the later of: (i) ten (10) years after the date that Indemnitee shall have ceased
to serve as a director, officer, employee or agent of the Company or, at the request of the Company, as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or (ii) one (1) year after the final
termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. For the avoidance
of doubt, this Agreement shall provide for rights of indemnification and advancement of Expenses as set forth herein for any event or
occurrence related to Indemnitee’s service for the Company, regardless of whether such events or occurrences occurred before or
after the date of this Agreement.


 


(b)
The indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit
of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all
or substantially all of the business or assets of the Company, by written agreement, in form and substance reasonably satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement to the fullest extent permitted by law.


 




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Section
17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


Section
18. Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable
law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section
19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section
20. Notice by Indemnitee and Company. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the
Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise. If the Indemnitee is the subject of,
or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal or informal, that is related to
Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification can be provided under this
Agreement, the Company shall notify the Indemnitee of such investigation and shall share with Indemnitee any information it has provided
to any third parties concerning the investigation (“Shared Information”). By executing this Agreement, Indemnitee agrees
that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose
publicly; provided, however, that Indemnitee may use the Shared Information and disclose such Shared Information to Indemnitee’s
legal counsel and third parties, in each case solely in connection with defending Indemnitee from legal liability.


 




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Section
21. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it
is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall
have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
to the Company.


 


(b)
If to the Company to:


 


The
Singing Machine, Inc.


6301
NW 5th Way, Suite 2900


Fort
Lauderdale, FL 33309


Attention:
Chief Executive Officer


 


or
to any other address as may have been furnished to Indemnitee by the Company, with a copy, which shall not constitute notice, to:


 


Attention:


 


Section
22. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and
its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


Section
23. Monetary Damages Insufficient/Specific Performance. The Company and Indemnitee agree that a monetary remedy for breach of
this Agreement may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable
harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result
in not forcing the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief
and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.
The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking
in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee
by the Court, and the Company hereby waives any such requirement of a bond or undertaking. If Indemnitee seeks mandatory injunctive relief,
it shall not be a defense to enforcement of the Company’s obligations set forth in this Agreement that Indemnitee has an adequate
remedy at law for damages.


 




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Section
24. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to
the extent such party is not otherwise subject to service of process in the State of Delaware, Corporation Service Company, 251 Little
Falls Drive, Wilmington, Delaware 19808, as its agent in the State of Delaware as such party’s agent for acceptance of legal process
in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party
personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware
Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has
been brought in an improper or inconvenient forum.


 


Section
25. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section
26. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The
headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


 


	INDEMNITEE	 	THE
    SINGING MACHINE COMPANY, INC. 
	 	 	 	 	 
	By:	 
	 	By:	 

	Name:	 	 	Name:	 
	Address:	 
	 	Title:	 


 




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