COMMON STOCK PURCHASE WARRANT VINCO VENTURES, INC.Vinco Ventures, Inc. • February 4th, 2021 • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BHP CAPITAL NY, INC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 28th, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VINCO VENTURES, INC., a Nevada corporation (the “Company”), up to 1,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2021 , between VINCO VENTURES, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2020 (the “Effective Date”), by and between EDISON NATION, INC., a Nevada corporation, with headquarters located at 1 West Broad Street, Suite 1004, Bethlehem, PA 18018 (the “Company”), and BHP CAPITAL NY INC., a New York corporation, with its address at 45 SW 9th St., Suite 1603, Miami, FL 33130 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT VINCO VENTURES, INC.Vinco Ventures, Inc. • July 29th, 2021 • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 23, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VINCO VENTURES, INC., a Nevada corporation (the “Company”), up to 1,007,194 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2023 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February __, 2023, is by and among Vinco Ventures, Inc., a Nevada corporation with offices located at 24 Aspen Park Blvd., East Syracuse, NY 13057 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2023 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [___], 2023, is by and among Vinco Ventures, Inc., a Nevada corporation with offices located at 24 Aspen Park Blvd., East Syracuse, NY 13057 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
XSPAND PRODUCTS LAB, INC INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Indemnification Agreement (“Agreement”), dated as of December __, 2017, is by and between Xspand Products Lab, Inc., a Nevada corporation (the “Company”) and [NAME] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 6th, 2023 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of [January __, 2023], (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • February 6th, 2023 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This GUARANTY, dated as of __, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [__________], a [______], in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2022 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2022, between Cryptyde Inc., a Nevada corporation with offices located at 2009 9th Avenue North, Suite 220, Safety Harbor, Florida 34695 (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and with regard to Sections 3.1(y), 4.4, 4.6, 5.5, 5.8 and 5.17, Vinco Ventures, Inc., a Nevada corporation (“Vinco”).
VINCO VENTURES, INC. AND SUBSIDIARIES UNAUDITED COMBINED FINANCIAL STATEMENTS OF OPERATIONSVinco Ventures, Inc. • January 6th, 2021 • Games, toys & children's vehicles (no dolls & bicycles)
On September 29, 2020, the Company (as “Purchaser”) entered into a Purchase and Sale Agreement (the “Agreement”) with Graphene Holdings, LLC, Mercury FundingCo, LLC, Ventus Capital, LLC and Jetco Holdings, LLC (together the “Sellers”) to acquire all outstanding Membership Units (the “Units”) of TBD Safety, LLC (“TBD”). Collectively, the Sellers own all outstanding Units of TBD. Under the terms of the Agreement, the Company is to issue a total of Two Million Two Hundred Ten Thousand Three Hundred Eighty-Two (2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand Six Hundred Eighteen (764,618) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellers shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligating the Company to register such Common Stock and shares of Common Stock to be issued upon conversion of the Preferred within 120 days after
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 4th, 2019 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Share Purchase Agreement (this “Agreement”) is dated as of October 2, 2019, between Edison Nation, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Employment AgreementEmployment Agreement • February 5th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of February 2, 2021, by and between Vinco Ventures, Inc., a Nevada corporation (the “Company”), and Brett Vroman (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2019 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Employment Agreement (the “Agreement”) is made as of the date signed (the “Effective Date”), by and between Xspand Products Lab, Inc., a Nevada corporation (the “Employer”) and Brett Vroman (the “Employee”). In consideration of the mutual covenants contained in this Agreement, Employer and Employee agree as follows:
AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • April 25th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Amended and Restated ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this th day of , 2018, by and among XSPAND PRODUCT LABS, INC., a Nevada corporation (the “Company”), having an address at 4030 Skyron Drive, Suite F, Doylestown, PA, 18902, ALEXANDER CAPITAL, L.P. a New York limited partnership, (the “Placement Agent”), having an address at 17 State Street, New York, NY 10004, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 565 Fifth Avenue, 12th Floor, New York, NY 10017. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Subscription Agreement, dated March 2018, including all attachments, schedules and exhibits thereto (the “SPA”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2018, is entered into by and among Xspand Products Lab, Inc., a Nevada corporation, with headquarters located at 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865 (the “Company”), and the undersigned holders of securities of the Company (each, a “Holder”, and collectively, the “Holders”).
Employment AgreementEmployment Agreement • October 19th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October __, 2021, by and between Vinco Ventures, Inc., a Nevada corporation (the “Company”), and Stephen Garrow (“Executive”).
FIRST AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • April 21st, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This First Amended and Restated Operating Agreement (this “Agreement”) of EVNT Platform, LLC (the “Company”), a limited liability company organized under the laws of the State of Nevada, dated and effective as of April 17, 2021 (the “Effective Date”), is entered into by and among the Company, the Preferred Members (as defined herein) and Vinco Ventures, Inc. (“Vinco”) relating to the obligations set forth in Sections 3.01(c), Section 3.02, Section 7.01 and Section 7.02 of this Agreement.
ContractCommon Stock Purchase Warrant • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
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).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • December 20th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of December 20, 2021, is made by and between Vinco Ventures, Inc., a Nevada corporation, with headquarters located at 6 North Main Street, Fairport, NY 14450 (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).
AMENDMENT AGREEMENTAmendment Agreement • November 12th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This AMENDMENT AGREEMENT (the “Agreement”), dated as of November 11, 2021, is made by and among Vinco Ventures, Inc., a Nevada corporation, with headquarters located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania 18018 (“BBIG”), Cryptyde, Inc., a Nevada corporation, with headquarters located at 2009 9th Avenue North, Suite 220, Safety Harbor, Florida 34695 (“TYDE”) 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 Warrants (as defined below).
NOTE AGREEMENTNote Agreement • February 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
FOR VALUE RECEIVED, the undersigned, EDISON NATION, INC., a Nevada corporation (“Maker” or “Company”), hereby promises to pay to the order of Equity Trust Company, Custodian FBO: Rawleigh H. Ralls, 200324899, IRA, P. O. Box 451340, Westlake, Ohio 44145, (“Lender” or “Payee”), the principal amount of 267,000, together with interest on the unpaid principal balance, payable in accordance with the terms and condition of this Note Agreement (“Note”) entered into by and between the Company and Lender.
PLEDGE AGREEMENT (Restricted Funds Account)Pledge Agreement • January 26th, 2022 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of [_____], 2022, made by Cryptyde, Inc., a Nevada corporation (the “Company”), in favor of Hudson Bay Master Fund Ltd, a Cayman Islands exempted company, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
Selling Agency AgreementSelling Agency Agreement • March 27th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
Xspand Products Lab, Inc., a Nevada corporation (the “Company”), proposes to issue and sell up to [ ] shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), to investors deemed acceptable by the Company (the “Investors”) in an initial public offering pursuant to Regulation A. The several selling agents listed in Schedule A hereto (the “Selling Agents”), for whom Alexander Capital, L.P. (“Alexander Capital” or “you”) is acting as a representative (the “Representative”), have agreed to act, on a best efforts basis only, as the Selling Agents in connection with the offering and sale of the Shares (the “Offering”).
Global Clean Solutions LLC A Nevada Limited Liability Company AMENDED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 20, 2020Limited Liability Company Agreement • May 26th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Amended Limited Liability Company Agreement (this “Agreement”) of Global Clean Solutions, LLC (the “Company”), dated as of May 20, 2020 (the “Effective Date”), is adopted by, and executed and agreed to, for good and valuable consideration, by the undersigned Members in order to set forth their agreement as to the operation and governance of the Company.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • May 13th, 2022 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of May 12, 2022, is made by and between Vinco Ventures, Inc., a Nevada corporation, with headquarters located at 6 North Main Street, Fairport, NY 14450 (the “Company”), and CVI Investments, Inc. (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Series A September 2021 Warrants (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 12th, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Pennsylvania
This Asset Purchase Agreement (this “Agreement”), dated as of March __, 2020, is entered into by and among HMNRTH, LLC, a Delaware Limited Liability Company (“Seller”) and TCBM Holdings, LLC, a Delaware Limited Liability Company, for purposes of Article III, (“Seller’s Owner”) (together Seller and Owner “Selling Parties”) and Scalematix, LLC, a Nevada Limited Liability Company (“Buyer”) and Edison Nation, Inc., a Nevada corporation, for the purposes of Article I, Section 1.03 ( “Buyer’s Owner” or “Edison Nation”).
Employment AgreementEmployment Agreement • February 5th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of February 2, 2021, by and between Vinco Ventures, Inc., a Nevada corporation (the “Company”), and Brian McFadden (“Executive”).
Palladium Capital Group, LLC New York, New York 10020 Tel (646) 485-7297 Fax (917) 540-2302 JP@PalladiumCapital.comLetter Agreement • February 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 2nd, 2020 • Edison Nation, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of Wednesday, September 30, 2020 (the “Effective Date”), by and between Edison Nation, Inc., a Nevada corporation, (“Purchaser”) and Graphene Holdings, LLC, Mercury FundingCo, LLC, Ventus Capital, LLC and Jetco Holdings, LLC (together the “Sellers”). Each of Purchaser and Sellers may be referred to individually herein as a “Party” and collectively as the “Parties”.
AMENDMENT AGREEMENTAmendment Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS AMENDMENT AGREEMENT (this “Amendment”) is entered into and made effective as of July 7, 2021, by and among Vinco Ventures, Inc., a Nevada corporation (the “Company”) and the investor listed on the signature page attached hereto (the “Holder”). Unless otherwise stated, capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the June Warrants (as defined below).
ContractDeed of Variation and Supplement • July 29th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
THIS DEED OF VARIATION AND SUPPLEMENT (this “Deed”) is made this 19th day of July 2021 by and among Lomotif Private Limited (UEN: 201406142D), a private company limited by shares incorporated in Singapore (the “Company”), Zash Global Media and Entertainment Corp., a Delaware Corporation (the “Initial Purchaser”), ZVV MEDIA PARTNERS, LLC, a limited liability company incorporated and registered in the State of Delaware with company registration number 5957339 (the “Purchaser Assignee”) and those persons whose names are set forth on the signature pages hereto as Sellers (the “Sellers”), to vary and supplement the terms of the Securities Purchase Agreement, dated as of February 23, 2021, by and among the Company, the Initial Purchaser and the Sellers (the “SPA”).
