Exhibit
10.1


Paul
Yang Zhiwen


 


113C
Mcnair Road #22-256 Mcnair Towers,


Singapore
324113


 


ZVV
Media Partners LLC


 


1
West Broad Street, Suite 1004





Bethlehem,
PA 18018


 


Zash
Global Media and Entertainment Corp.


 


24
Aspen Park Blvd E.





East
Syracuse, New York 13057


 


Vinco
Ventures, Inc.


 


1
West Broad Street, Suite 1004





Bethlehem,
PA 18018


July
23, 2021


 


Side
Letter to Securities Purchase Agreement relating to ZVV Media Partners LLC’s (“ZVV”) acquisition of 80.00% shares in
Lomotif Private Limited (the Company”)


 


	1.	Reference
                                            is made to the Securities Purchase Agreement, dated as of February 23, 2021, by and among,
                                            inter alia, the Company, ZASH Global Media and Entertainment Corp. (“Zash”)
                                            and Paul Yang Zhiwen (the “SPA”), as amended by the Deed of Variation
                                            and Supplement, dated as of July 19, 2021, by and among, the Company, Zash, ZVV and Paul
                                            Yang Zhiwen (“Paul”, together with Zash and ZVV, the “Parties”)
                                            (the “Deed”). Capitalized terms not otherwise defined herein have the
                                            meanings given to them in the SPA and the Deed.



 


	2.	In
                                            consideration of the mutual covenants contained herein and other good and valuable consideration
                                            (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree
                                            that the Purchaser’s (as defined in the Deed) obligations to Paul in his capacity as
                                            a Selling Shareholder (defined in the SPA) and a Selling Employee Shareholder (defined in
                                            the Deed) in relation to, inter alia, the Closing Payment in accordance with Section
                                            2.2 of the SPA and the Closing Payment Schedule shall be amended only in respect of Paul
                                            as follows:



 


		2.1.	At
                                            the Closing, the Purchaser shall:



 


		(a)	pay
                                            US$ 15,636,341.16 to Paul by wire transfer of immediately available funds to the bank account
                                            as set out in the remittance details provided by Paul under Exhibit 6 of the Deed; and



 


		(b)	Vinco
                                            Ventures, Inc. (“Vinco”) shall deliver to Paul: (1) a Share Issuance &
                                            Transfer Agent Instruction Resolution dated as of the date hereof, the form of which is attached
                                            hereto as Annex A, for the issuance to Paul of 5,500,000 shares of Vinco Common
                                            Stock (the “Issued Shares”), which Issued Shares shall subject to Restriction
                                            144, provided that (i) Vinco shall register such Issued Shares no later than 45 days of the
                                            Closing, and (ii) 2,750,000 of which Issued Shares (the “Restricted Shares”)
                                            shall be held by Paul subject to and in accordance with the terms of the Pledge Agreement
                                            (as defined below); and (2) a duly executed (i) Promissory Note dated as of the date hereof
                                            (the “Note”) in the principal amount of US$ 8,000,000, and (ii) Pledge
                                            and Security Agreement dated as of the date hereof (“Pledge Agreement”)
                                            in respect of the Restricted Shares as security for the repayment under the Note, the forms
                                            of each of the foregoing which are attached hereto as Annex B, which Note and
                                            Pledge Agreement contemplate that Paul will receive the repayment of the US$8,000,000 under
                                            the Note no later than the date falling 60 days of Closing,



 


(collectively,
the “Purchaser’s Closing Obligations with Paul”).


 




    	 



    	 



    

 


	3.	Upon
                                            satisfaction of the Purchaser’s Closing Obligations with Paul, Paul shall:



 


		3.1.	perform
                                            all of his closing obligations as contemplated under the SPA and the Deed, including but
                                            not limited to the transfer of the legal and beneficial ownership of Paul’s 403,566
                                            ordinary shares in the Company to the Purchaser and all other obligations as set forth Section
                                            2.6(b) of the SPA;



 


		3.2.	give
                                            good receipt and agrees and acknowledges that the Purchaser’s Closing Obligations against
                                            Paul shall constitute all consideration (in whatever form) payable by the Purchaser to Paul
                                            in respect of all transactions contemplated under the SPA and the Deed and the satisfaction
                                            by the Purchaser of the Consideration in such manner shall constitute a full discharge of
                                            the Purchaser’s obligations in respect of the payment of the Consideration; and



 


		3.3.	irrevocably
                                            and unconditionally release the Purchaser from any and all charges, complaints, claims, liabilities,
                                            obligations, undertakings, promises, agreements, controversies, damages or causes of action,
                                            suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees
                                            and costs incurred) of any nature whatsoever, known or unknown, suspected or unsuspected,
                                            arising out of or in relation to any transactions contemplated under the SPA and the Deed.



 


	4.	The
                                            Parties further agree that in the event of any upward adjustment of the stamp duty payable
                                            in respect of the transfer of securities in the Company by Paul to the Purchaser post-Closing
                                            of the transactions contemplated under the SPA and the Deed as a result of the foregoing
                                            Purchaser’s Closing Obligations against Paul, such additional stamp duty payment shall
                                            be borne by Purchaser.



 


	5.	General



 


		5.1.	The
                                            Parties hereby agree that, except as supplemented, varied and/or amended by this Side Agreement,
                                            the terms of the SPA and the Deed (if so supplemented, varied and/or amended) are confirmed
                                            and shall continue in full force and effect in all other respects. If and to the extent the
                                            provisions of this Side Agreement conflict with or are inconsistent with the SPA and the
                                            Deed, each document shall take precedence over the others in the following manner:



 


		(a)	this
                                            Side Agreement;
		(b)	the
                                            Deed; and
		(c)	the
                                            SPA.



 


		5.2.	Sections
                                            12.2 to 12.10 and 12.13 of the SPA are incorporated mutatis mutandis herein by reference.



 





[Signature
page to follow.]


 




    	 



    	 



    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Side Agreement to be duly executed and delivered as a deed as of the date first
indicated above.


 


	 	Executed
    and delivered as a Deed by:
	 	 
	 	ZASH
    GLOBAL MEDIA AND ENTERTAINMENT CORP.
	 	 
	 	By:	   
	 	Name:
    	Ted
    Farnsworth
	 	Title:	Chairman
	 	 	 
	 	Witnessed by:
	 	 	 
	 	Name:	Phil
    McFillin
	 	Address:	1
    West Broad St. Bethlehem, PA 18018


 











	 	Executed
    and delivered as a Deed by:
	 	 
	 	ZVV
    MEDIA PARTNERS, LLC
	 	 
	 	By:	 
	 	Name:	Ted
    Farnsworth
	 	Title:	Manager
	 	 	 
	 	Witnessed by:
	 	 	 
	 	Name:	Phil
    McFillin
	 	Address:	1
    West Broad St.  Bethlehem, PA 18018


 





	 	Executed
    and delivered as a Deed by:
	 	 
	 	VINCO
    VENTURES, INC.
	 	 
	 	By:	
	 	Name:	Christopher
    Ferguson
	 	Title:	CFO
	 	 	 
	 	Witnessed by:
	 	 	 
	 	Name:	Phil
    McFillin
	 	Address:	1
    West Broad St. Bethlehem, PA 18018


 





	 	Signed, sealed and delivered
    as a Deed by:
	 	 	 
	 	Paul Yang Zhiwen
	 	 	 
	 	 
	 	 	 
	 	Witnessed by:
	 	 	 
	 	 
	 	 	 
	 	Name:	
	 	Address:	


 


 




    	 



    	 



    

 





Annex
A


 


Share
Issuance & Transfer Agent Instruction Resolution


 




    	 



    	 



    

 





Annex
B


 





Promissory
Note and Pledge and Security Agreement


 




    	 



    	 



    

 





Promissory
Note


 


July
23, 2021


 


	Bethlehem, Pennsylvania	$8,000,000






  


The
undersigned, Vinco Ventures, Inc. (the “Company”) for value received, promises to pay to Paul Yang Zhiwen (the
“Yang”) or any person or entity to whom this Note has been endorsed for payment, or order (collectively the
“Holder”), the principal sum of Eight Million US Dollars ($8,000,000) (the “Principal”),
receipt of which is acknowledged by the Company, and interest on the principal sum from time to time remaining unpaid hereon
from the date of this Note until paid in full at the rate of ten percent (10%), compounded annually. The principal sum and all accrued
interest shall be due and payable in full on or before the sixty (60) day anniversary of the date of this Note (the “Payment
Date”), time being strictly of the essence. In no event shall the interest rate on the principal sum exceed the maximum
rate allowed by law.


 


		1.	Principal
                                            Amount of the Loan. Eight Million Dollars US ($8,000,000).
	 	 	 
		2.	Interest.
                                            Ten Percent (10%) per annum. Interest will accrue and be paid along with the principal sum,
                                            in lawful money of the United States of America.
	 	 	 
		3.	Payment
                                            Date. September 20, 2021
	 	 	 
		4.	Repayment.
                                            On the Payment Date, the Company shall pay to the Holder the unpaid Principal and accrued
                                            interest due under this Note in cash (“Cash Payment”) or, in lieu
                                            of the Cash Payment, shall be entitled to permit Holder to sell, pledge, encumber or otherwise
                                            transfer the 2,750,000 shares of the Company’s common stock (“Shares”)
                                            that have been issued to Holder concurrently with the issuance of this Note and which are
                                            being held by the Holder as security, in lieu of a Cash Payment.
	 	 	 
		5.	Security.
                                            This Note is secured under the terms of a Pledge and Security Agreement (“Security
                                            Agreement”) of even date herewith made between the Company and Holder, attached
                                            hereto as Exhibit A. The Holder shall be entitled to all the benefits of the
                                            security as provided in the Security Agreement.
	 	 	 
		6.	Transfer.
                                            The rights and obligations of the Holder and the Company under this Note and the Security
                                            Agreement shall be binding upon and benefit their respective successors, assigns, heirs,
                                            administrators and transferees.
	 	 	 
		7.	Governing
                                            Law. This Note shall be governed by and construed and enforced in accordance with the
                                            laws of the State of Nevada.
	 	 	 
		8.	Notices.
                                            All notices and other communications required or permitted hereunder shall be in writing
                                            and shall be deemed effectively given upon personal delivery or via email or facsimile transmission,
                                            with confirmation of receipt by the other party.
	 	 	 
		9.	Severability.
                                            If any provision of this Note should be found to be invalid or unenforceable, all other provisions
                                            shall nevertheless remain in full force and effect to the maximum extent permitted by law.



 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 



    	 



    

 








IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be executed as of the date first above written by its respective duly
authorized signatories.


  


	Vinco Ventures, Inc.	 
	 	 
	By: 	Christopher Ferguson	 
	Title: 	CFO	 
	 	 	 
	Date:	 	 


 







    	 



    	 



    

 








EXHIBIT
A


 


Pledge
and Security Agreement


 


THIS
PLEDGE AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 22nd day of July 2021,
by and between Vinco Ventures, Inc. (the “Company”) and Paul Yang Zhiwen, an individual (the “Holder”).


 


RECITALS:


 


		A.	The
                                            Company is the maker of a certain Promissory Note in favor of Holder of even date herewith
                                            in the principal amount of $8,000,000 (“Note”).
		B.	The
                                            Company has issued to Holder Two Million Seven Hundred and Fifty Thousand (2,750,000) shares
                                            of the Company’s Common Stock (the “Shares”) which are to
                                            be held by Holder as security for repayment required under the Note.
		C.	In
                                            consideration of the Note and as security for payment of the Note, the Company has agreed
                                            to execute this Security Agreement.



 


NOW,
THEREFORE, it is agreed as follows:


 





		1.	Share
    Issuance.



 


The
Company has issued the Shares to Holder on the effective date of the Note. The Company hereby assigns, transfers and pledges the Shares
to Holder as security for the payment due under the Note on the Payment Date (as defined in the Note), or in the event that the Company
elects to make the payment under the Note by releasing the Shares to Holder.


 


		2.	Rights
    in the Shares (Collateral).



 


Unless
and until the Note is paid on or before the Payment Date, the Shares shall remain in Holder’s possession and control, but shall
be restricted from being sold, pledged, encumbered or otherwise transferred.


 




    	 



    	 



    

 


		3.	Payment
                                            in the Shares.



 


In
the event that the Company releases the Shares to Holder as full payment of the amounts due under the Note, Holder may sell, pledge,
encumber or otherwise transfer the Shares and this Security Agreement and the Note shall automatically terminate.


 


		4.	Releasee
                                            of Collateral.



 


Holder
shall release and return the Shares to the Company, upon receipt of the full amount owing under the Note in cash on or before Payment
Date.


 


		5.	Remedies
                                            of Holder.



 


Should
any default under the Note or this Security Agreement occur, that remains uncured for ten (10) days, the Note shall become immediately
due and payable at the option of Holder, and the Holder shall have all rights and remedies at law or equity, including the right to sell,
pledge, encumber or otherwise transfer the Shares.


 


		6.	Non-Waiver.



 


The
rights, powers and remedies given to the Holder by this Security Agreement will be in addition to all rights, powers and remedies given
the Holder by virtue of any statute or rule or law. The Holder shall have the right to enforce one or more of such remedies, successively
or concurrently, and any action to enforce the same shall not bar the Holder from pursuing any further remedy which it may have hereunder.


  


[Signature
Page to Follow]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, this Security Agreement has been executed on or as of the date first above written.





 


	The Company	 	Secured
    Party
	 	 	 	 
	Vinco Ventures, Inc.	 	 
	 	 	 	 
	 	 	 	 
	By:	Christopher Ferguson	 	Paul
    Yang, an individual
	Title:	CFO