Exhibit
10.1


 


FIRST
AMENDMENT


TO


AGREEMENT
TO COMPLETE A PLAN OF MERGER


 


THIS
FIRST AMENDMENT TO AGREEMENT TO COMPLETE A PLAN OF MERGER (this “Amendment”) is made as of March 30, 2021 by
and among Vinco Ventures, Inc., a Nevada corporation (“VINCO”), Vinco Acquisition Corporation, a Nevada corporation
(“MERGER SUB”) and wholly owned subsidiary of VINCO, and ZASH Global Media and Entertainment Corporation, a
Delaware corporation (“ZASH”).


 


WHEREAS,
on January 20, 2021, the parties hereto entered into that certain Agreement to Complete a Plan of Merger (the “Agreement”);


 


WHEREAS,
the parties hereto wish to amend the Agreement as more particularly set forth


below.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


1.
Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such
terms in the Agreement.


 


2.
Amendment to Section 1.C. of the Agreement. Section 1.C. of the Agreement shall be deleted in its entirety and replaced
with the following:


 


C.
Closing. The Closing of the Merger will take place on or about May 28, 2021, but no later than the first business day following
the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transaction, other than conditions
with respect to actions the respective Parties will take at the Closing itself, or such other time as the Parties may mutually
determine (the “Closing”).


 


3.
Amendment to Section 6.A.(1)(e) of the Agreement. Section 6.A.(1)(e) of the Agreement shall be deleted in its entirety
and replaced with the following:


 


(e)
the Closing shall not have been consummated on or about May 28, 2021; or


 


4.
Amendment to Section 6.A.(2)(c) of the Agreement. Section 6.A.(2)(c) of the Agreement shall be deleted in its entirety
and replaced with the following:


 


(c)
the Closing shall not have been consummated on or about May 28, 2021; or


 


5.
Survival. To the extent not expressly amended hereby, the parties hereto acknowledge and agree that the Agreement
remains unchanged and in full force and effect in its entirety, which such terms are hereby ratified and confirmed.


 




    	 



    	 



    

 


6.
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada
without regard to its rules of conflict of laws.


 


7.
Effect of Amendment. This Amendment will be deemed effective as of the date first written above. Whenever the Agreement
is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to
the Agreement as amended by this Amendment.


 


8.
Counterparts; Facsimile. This Amendment may be executed in two (2) or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via
facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.


 


[Remainder
of Page Intentionally Left Blank]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, ZASH, VINCO and MERGER SUB caused this Amendment to be executed and delivered by each of them or their respective
officers thereunto duly authorized, all as of the date first written above.


 


VINCO
VENTURES, INC.


 


	By:	/s/
    Christopher Ferguson	 
	Name:	Christopher
    Ferguson	 
	Title:	CEO	 


 


VINCO
ACQUISITION CORPORATION


 


	By:	/s/
    Christopher Ferguson	 
	Name:	Christopher
    Ferguson	 
	Title:	CEO	 


 


ZASH
GLOBAL MEDIA AND ENTERTAINMENT CORPORATION


 


	By:	/s/
    Theodore Farnsworth	 
	Name:	Theodore
    Farnsworth	 
	Title:	CEO	 


 


[Amendment
No. 1 to Merger Agreement]