Exhibit
10.94


 


WARRANT
EXERCISE AGREEMENT


 


This
WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of June ___, 2021, is made by and between Vinco Ventures,
Inc., a Nevada corporation, with headquarters located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018 (the “Company”),
and the investor listed on the signature page attached hereto (the “Holder”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the applicable Warrants (as defined below).


 


A.
Pursuant to that certain Securities Purchase Agreement dated as of January 28, 2021 by and between the Company and the Holder (“January
SPA”), the Company sold to the Holder warrants (the “January Warrants”), representing the right to acquire
shares (the “January Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common
Stock”).


 


B.
The Company and the Holder desire: (i) for the Holder to exercise a portion of the January Warrants and (ii) for the Company to issue
additional warrants, in the form attached hereto as Exhibit A, to purchase shares of Common Stock at a per-share exercise price equal
to $3.20 (the “June Warrants” and, together with the January Warrants, the “Warrants”), all pursuant
to the terms and conditions set forth herein.


 


C.
At the Closing (as defined in Section 2(b) hereof), the parties hereto shall execute and deliver a Registration Rights Agreement, in
the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company will agree
to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement),
under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


NOW
THEREFORE, in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


	 	1.	EXERCISE
    OF JANUARY WARRANTS AND ISSUANCE OF JUNE WARRANTS. 


 


Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 4 and 5 below, the Company and the Holder hereby agree that:
(i) the Holder shall pay to the Company an amount equal to the Exercise Price (as defined in the
January Warrants) in effect as of the date of such exercise multiplied by [1,500,000] shares (as adjusted for any share split or similar
transaction after the date hereof) (the “Exercised Warrant Shares” and such aggregate exercise price, the “Aggregate
Exercise Price”), (ii) the Company shall issue and deliver to the Holder the Exercised
Warrant Shares as set forth in Section 1 of the January Warrants and (iii) the Company shall issue and deliver to the Holder June
Warrants to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of shares
shall be subject to adjustments as set forth therein (the “June Warrants”).


 


	 	2.	EXCHANGE;
    CLOSING.


 


(a)
Procedure. At or before the Closing, the Holder shall pay the Aggregate Exercise Price (less the Holder Counsel Expense withheld pursuant
to Section 7(n)) to the Company by wire transfer of immediately available funds in accordance with the Company’s written wire instructions
on Company letterhead signed by an authorized representative of the Company delivered to the Holder prior to the Closing and the Company
shall credit to the balance account of the Holder with The Depository Trust Company through its Deposit / Withdrawal at Custodian system
(with such DWAC Instructions set forth in column (3) on Schedule I attached hereto), the Exercised Warrant Shares pursuant to Section
1 of the January Warrants.


 


(b)
Closing. The date and time of the closing (the “Closing”) of the transactions specified in Sections 1 and 2(a) above
(the “Closing Date”) shall be the time and date of mutual execution of this Agreement (or such other date and time
as is mutually agreed to by the Company and the Holder), subject to the notification of satisfaction (or waiver) of the conditions to
Closing set forth in Sections 4 and 5 hereof. The Closing shall occur at the offices of [               ],
[               ] and may be undertaken remotely by electronic
exchange of documentation.


 




    	 



    	 



    

 


(c)
Buy-In. If the Company shall fail for any reason or for no reason to issue to the Holder on the Closing Date the Exercised Warrant
Shares by electronic delivery at the applicable balance account at DTC, and if on or after the Closing Date the Holder effects a Buy-In,
then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i)
pay the Buy-In Price in cash, at which point the Company’s obligation to deliver such Exercised Warrant Shares (but not the Company’s
obligation to deliver June Warrants pursuant to Section 1) shall terminate, or (ii) promptly honor its obligation to electronically deliver
to the Holder such unlegended Exercised Warrant Shares as provided above and pay cash to the Holder in an amount equal to the excess
(if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common
Stock selected by the Holder in writing as in effect at any time during the period beginning on the date hereof and ending on the date
the Company satisfies its obligations in full pursuant to this Section 2(c).


 


	 	3.	REPRESENTATIONS,
    AGREEMENTS, WARRANTIES AND COVENANTS.


 


(a)
Holder Representations, Warranties and Covenants. The Holder hereby represents and warrants to the Company that:


 


(i)
Authorization; Enforcement; Validity. The Holder has the power and authority to execute and deliver this Agreement and perform
its obligations hereunder; and this Agreement and the transactions contemplated hereby have been duly authorized by the Holder. This
Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid
and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may
be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(ii)
No Conflicts. The execution, delivery and performance by the Holder of this Agreement and the consummation by the Holder of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)
applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to
perform its obligations hereunder.


 


(b)
Company Representations, Warranties and Covenants. The Company hereby represents, warrants, agrees and covenants, as applicable,
to and with the Holder that:


 


(i)
Solvency. Neither the Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does
the Company have knowledge that its creditors or its subsidiaries’ creditors intend to initiate involuntary bankruptcy proceedings
or knowledge of any fact which would reasonably lead a creditor to do so. The Company and its subsidiaries, individually and on a consolidated
basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby will not be, Insolvent. As used
herein, “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person’s
assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends
to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably
small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 




    	 



    	 



    

 


(ii)
Organization and Qualification. Each of the Company and each of its subsidiaries are entities duly organized and validly existing and
in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their
properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each
of its subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, individually or taken as
a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or
on the authority or ability of the Company to perform any of its obligations hereunder.


 


(iii)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, the Registration Rights Agreement and the June Warrants (collectively, the “Transaction Documents”)
and to issue the Exercised Warrant Shares and the shares of Common Stock issuable upon the exercise of such June Warrants (the “June
Warrant Shares”) in accordance with the terms of the January Warrants and the June Warrants, as applicable, and hereof. The
execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
thereby, including, without limitation, the issuance of the Exercised Warrant Shares and the June Warrant Shares, have been duly authorized
by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors
or its stockholders. Each of the Transaction Documents has been duly executed and delivered by the Company, and constitute the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(iv)
Issuance of Securities. The issuance of the Exercised Warrant Shares is duly authorized and, upon issuance in accordance with
the terms of the January Warrants and hereof, the Exercised Warrant Shares shall be validly issued, fully paid and non-assessable and
free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the
Exercised Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a holder
of Common Stock. As of the Closing, a Registration Statement (as defined in the January SPA) registering the resale of the Exercised
Warrant Shares by the Holder shall be effective and available for use by the Holder, and the Exercised Warrant Shares shall not bear
any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable securities laws, rules and
regulations. The issuance of the June Warrants hereunder is duly authorized and upon issuance in accordance with the terms of this Agreement
and the June Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages,
defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized
capital stock not less than the maximum number of shares of Common Stock issuable upon the exercise of the June Warrants issuable hereunder
(without taking into account any limitations on the exercise of the June Warrants set forth therein). Upon exercise in accordance with
the June Warrants, the June Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive
or similar rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder
of Common Stock. Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance
by the Company of the Exercised Warrant Shares, the June Warrants and the June Warrant Shares are exempt from registration under the
1933 Act.


 


(v)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby (including, without limitation, the issuance of the Exercised Warrant Shares and the June Warrant
Shares) will not (i) result in a violation of the Company’ Certificate of Incorporation or Bylaws or other organizational documents
of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or the articles of association
or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations
and the rules and regulations of Principal Market and including all applicable foreign, federal laws, rules and regulations) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.




    	 



    	 



    




 


(vi)
Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration
with any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. All consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected
on or prior to the Closing Date, and the Company is unaware of any facts or circumstances which might prevent the Company from obtaining
or effecting any of the registration, application or filings contemplated by this Agreement. The Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of
the Common Stock in the foreseeable future. The issuance by the Company of the Warrant Shares shall not have the effect of delisting
or suspending the Common Stock from the Principal Market.


 


(vii)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its subsidiaries, the Common Stock or any of the Company’s subsidiaries or any of the Company’s or
its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(viii)
SEC Filings. As of their respective filing dates, the Company’s filings with the SEC under the 1934 Act during the two (2)
years prior to the date hereof (the “SEC Documents”), complied in all material respects with the requirements of the
1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company represents that, as of the date hereof, no material event or circumstance has occurred which would be required
to be publicly disclosed or announced on a Current Report on Form 8-K, either as of the date hereof or solely with the passage of time
by the Company but which has not been so publicly announced or disclosed.


 


(ix)
Disclosure of Transactions and Other Material Information. The Company shall file a current report on Form 8-K (the “8-K
Filing”) on or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been duly executed
and delivered, in the form required by the 1934 Act, relating to the transactions contemplated by this Agreement and attaching a form
of this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such filing.
From and after the filing of the 8-K Filing with the SEC, the Holder shall not be in possession of any material, nonpublic information
received from the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, that
is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries
or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Holder or any of its Affiliates,
on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its subsidiaries
and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide the Holder with any material,
nonpublic information regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written
consent of the Holder. To the extent that the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates
employees or agents delivers any material, non-public information to the Holder without the Holder’s express prior written consent,
the Company hereby covenants and agrees that the Holder’s shall not have any duty of confidentiality to the Company, any of its
subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company,
any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of,
such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations
in effecting transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the January
SPA is hereby amended, solely with respect to the Holder, to include any June Warrant Shares.


 




    	 



    	 



    

 


(x)
Listing. The Company shall promptly secure the listing of all of (i) the Exercised Warrant Shares and the June Warrant Shares
and (ii) any capital stock of the Company issued or issuable with respect to the Exercised Warrant Shares and the June Warrant Shares,
as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise (the “Listed
Securities”) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is
then listed (subject to official notice of issuance) and shall maintain such listing of all Listed Securities. The Company shall pay
all fees and expenses in connection with satisfying its obligations under this Section 3(b)(x).


 


(xi)
Reporting Status. Until the date on which the Holder has sold all the Exercised Warrant Shares and June Warrant Shares, the Company
shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer
require or otherwise permit such termination.


 


(xii)
No Integration Actions. None of the Company, any of its Affiliates or any Person acting on behalf of the Company or such Affiliate will
sell, offer for sale or solicit offers to buy in respect of any security (as defined in the 1933 Act) that would be integrated with the
issuance of the June Warrants, the Exercised Warrant Shares or the June Warrant Shares in a manner that would require the registration
under the 1933 Act of the issuance to the Holder or require shareholder approval under the rules and regulations of the Principal Market,
and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated
for purposes of the 1933 Act or the rules and regulations of the Principal Market with the issuance of the June Warrants, the Exercised
Warrant Shares and the June Warrant Shares contemplated hereby.


 


(xiii)
Outstanding Shares. As of the date hereof, there are [           ] shares of Common
Stock issued and outstanding.


 


(xiv)
Investment Company Status. The Company is not, and upon consummation of the transactions contemplated hereunder will not be, an
“investment company,” an affiliate of an “investment company, “ a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 


(xv)
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of
the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents
or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company
or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution
or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person
or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal
political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(xvi)
Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,
regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not
limited, to (x) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (y) any regulations contained in 31 CFR,
Subtitle B, Chapter V.


 




    	 



    	 



    

 


(xvii)
Acknowledgement Regarding Holder’s Trading Activity. It is understood and acknowledged by the Company that (i) following
the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, the Holder
has not been asked by the Company or any of its Subsidiaries to agree, nor has the Holder agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short)
any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any securities
for any specified term; (ii) the Holder, and counterparties in “derivative” transactions to which the Holder is a party,
directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Holder’s
knowledge of the transactions contemplated by the Transaction Documents; (iii) the Holder shall not be deemed to have any affiliation
with or control over any arm’s-length counterparty in any “derivative” transaction; and (iv) the Holder may rely on
the Company’s obligation to timely deliver shares of Common Stock upon conversion, exercise or exchange, as applicable, of the
January Warrants and the June Warrants as and when required pursuant to the terms thereof for purposes of effecting trading in the Common
Stock of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated
by the Transaction Documents pursuant to the 8-K Filing the Holder may engage in hedging and/or trading activities (including, without
limitation, the location and/or reservation of borrowable shares of Common Stock) at various times during the period that the January
Warrants, the June Warrants or the shares of Common Stock issuable upon conversion thereof are outstanding, including, without limitation,
during the periods that the value and/or number of the such shares of Common Stock deliverable thereunder are being determined and such
hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock),
if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging
and/or trading activities are being conducted. The Company further understands and acknowledges that, prior to 4:00 p.m., New York City
time, on June [___], 2021, the Company had provided no material nonpublic information to the Holder regarding the transactions contemplated
by the Transaction Documents, and the Holder may have engaged in such hedging and/or trading activities prior to such time. The Company
acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction
Document or any of the documents executed in connection herewith or therewith.


 


(xviii)
Additional Registration Statements. Until the thirtieth (30th) calendar day after the Closing Date and at any time thereafter while any
Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information
Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering
statement under the 1933 Act relating to securities that are not the Underlying Securities (as defined in the January SPA) or the June
Warrant Shares (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are
outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration
statements effective and available and not with respect to any Subsequent Placement (as defined in the January SPA)).


 


(xix)
Additional Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the 30th calendar
day after the Closing Date (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly
or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale,
grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including,
without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act) or any
Convertible Securities (as defined in the January SPA). Notwithstanding the foregoing, this Section 4(b)(xviii) shall not apply in respect
of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the
Company in their capacity as such pursuant to an Approved Stock Plan (as defined in the January SPA), provided that (1) all such
issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this
clause (i) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof
and (2) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects
the Holder; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof,
provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely
pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were
in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause
(i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and
none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects
the Holder; (iii) the Conversion Shares (as defined in the January SPA), and (iv) the Warrant Shares (as defined in the January SPA)
and the June Warrant Shares (each of the foregoing in clauses (i) through (iv), collectively the “Excluded Securities”).
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior
to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued
to any employee, officer or director for services provided to the Company in their capacity as such.


 




    	 



    	 



    

 


(xx)
Removal of Legends. Certificates evidencing any June Warrant Shares shall not be required to contain the legend set forth in Section
5(c) of the January SPA or any other legend (i) while a registration statement (including a Registration Statement) covering the resale
of such June Warrant Shares is effective under the 1933 Act, (ii) following any sale of such June Warrant Shares pursuant to Rule 144
(assuming the transferor is not an affiliate of the Company), (iii) if such June Warrant Shares are eligible to be sold, assigned or
transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such June Warrant Shares
are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Holder’s counsel), (iv)
in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides the Company
with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer of the
June Warrant Shares may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required
under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements
issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such
earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated
on the date the Holder delivers such legended certificate representing such June Warrant Shares to the Company) following the delivery
by the Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such June Warrant
Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or
transfer, if applicable), together with any other deliveries from the Holder as may be required above in this Section 3(b)(xix), as directed
by the Holder, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer
Program, credit the aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Holder, a certificate
representing such June Warrant Shares that is free from all restrictive and other legends, registered in the name of the Holder or its
designee. Section 5(e) of the January SPA is hereby amended, solely with respect to the Holder, to include any June Warrant Shares.


 


(xxi)
Registration Statement. As of the Closing Date, the Company’s Registration Statement on Form S-1 (Registration No. 333-252819)
(x) shall be effective and available for use by the Holder for the sale of any shares issuable upon the exercise of any January Warrants,
(y) will not contain, as of the Closing Date, any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and (z) will comply in all material respects with the 1933
Act and the applicable rules and regulations of the SEC thereunder.


 


	 	4.	CONDITIONS
    TO ComPANY’S OBLIGATIONs hereunder.


 


The
obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that
these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing
the Holder with prior written notice thereof:


 


(a)
The Holder shall have duly executed this Agreement and delivered the same to the Company; and


 




    	 



    	 



    

 


(b)
The representations and warranties of the Holder shall be true and correct as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such
specified date), and the Holder shall have performed, satisfied and complied with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Holder at or prior to the Closing Date.


 


	 	5.	CONDITIONS
    TO HOLDER’S OBLIGATIONs HEREUNDER.


 


The
obligations of the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions
are for the Holder’s sole benefit and may be waived by the Holder in respect of itself at any time in its sole discretion by providing
the Company with prior written notice thereof:


 


(a)
The Company shall have duly executed this Agreement, the Registration Rights Agreement and the June Warrants and delivered the same to
the Holder;


 


(b)
The Company shall have filed the Form 10-Q with the SEC, in the form required by the 1934 Act;


 


(c)
The Company’s Registration Statement on Form S-1 (Registration No. 333-252819) shall be effective and available for use by the
Holder for the sale of any shares issuable upon the exercise of any January Warrants;


 


(d)
The Company shall have obtained the listing of all of the Exercised Warrant Shares and June Warrant Shares on each Eligible Market on
which the Common Stock is then listed for trading;


 


(e)
The representations and warranties of the Company under this Agreement shall be true and correct in all respects as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date
which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at
or prior to the Closing Date;


 


(f)
The Common Stock (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of
the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal
Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below
the minimum listing maintenance requirements of the Principal Market;


 


(g)
Counsel for the Company shall have delivered a legal opinion to the Company’s transfer agent instructing the transfer agent to
deliver the Exercised Warrant Shares to the Holder’s balance account with The Depository Trust Company through its Deposit / Withdrawal
at Custodian system in accordance with the provisions of Section 2(a) hereof, and the Company’s transfer agent shall have delivered
the Exercised Warrant Shares to such balance account;


 


(h)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions
contemplated hereby; and


 


(i)
Since the date hereof, no event that could be reasonably expected to cause a Material Adverse Effect shall have occurred.


 




    	 



    	 



    

 


	 	6.	TERMINATION.


 


In
the event that the Closing shall not have occurred by on or before five (5) Business Days from the date hereof, other than due to the
Holder’s failure to satisfy the conditions set forth in Section 4 hereof, the Holder shall have the option to terminate this Agreement
at the close of business on such date without liability of any party to any other party. Upon such termination, the terms hereof shall
be null and void.


 


	 	7.	MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original, not a facsimile signature.


 


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(d)
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court
of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply
to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e)
Entire Agreement; Amendments. This Agreement shall supersede all other prior oral or written agreements among the Holder, the Company,
their Affiliates and persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder, and any amendment
to this Agreement made in conformity with the provisions of this Section 7(e) shall be binding on the Holder and the Company. No provision
hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.


 




    	 



    	 



    

 


(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered if delivered pursuant to Section 9(f) of the January SPA.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including any purchasers of the Warrants.


 


(h)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)
Survival. The representations, warranties and covenants of the Company and the Holder contained herein shall survive the Closing
and delivery of the Warrant Shares.


 


(j)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(l)
Fees and Expenses. Unless the Holder elects to withhold the Holder Counsel Expense (as defined below) from the Aggregate Exercise
Price as provided in Section 2(a)), the Company shall reimburse the Holder for its legal fees and expenses in connection with the preparation
and negotiation of this Agreement and transactions contemplated thereby, by paying any such amount to [                      ] (the “Holder Counsel
Expense”) by wire transfer of immediately available funds in accordance with the written instructions of [ ] delivered to the
Company on or prior to the Closing. The Holder Counsel Expense shall be paid by the Company whether or not the transactions contemplated
by this Agreement are consummated. Except as otherwise set forth above, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all stamp and other taxes and duties levied in connection with the
transactions contemplated hereby, if any.


 


[Signature
Page Follows]


 




    	 



    	 



    




 


IN
WITNESS WHEREOF, the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as
of the date first written above.


 


	 	COMPANY:
	 	
	 	VINCO
    VENTURES, INC.
	 	 	          
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Exercise Agreement]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Holder and the Company have caused their respective signature pages to this Agreement to be duly executed as
of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	BHP CAPITAL NY INC.
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Exercise Agreement]


 




    	 



    	 



    

 


SCHEDULE
I


 


	(1)	 	(2)	 	(3)	 	(4)
	Holder	 	Address
    and

    Facsimile
    Number
	 	DWAC
    Instructions	 	Legal Representative’s

                                                                             Address and Facsimile

                                                                             Number