0001493152-21-017599 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2021, is by and among Vinco Ventures, Inc., a Nevada corporation with offices located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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AMENDMENT AGREEMENT
Amendment 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).

GUARANTEE AGREEMENT
Guarantee Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

GUARANTEE, dated as of July 22, 2021 (this “Guarantee), made by ZASH Global Media and Entertainment Corporation, a Delaware corporation (“Zash”) and ZVV Media Partners, LLC, a Delaware limited liability (“ZVV”, together with Zash and each other Person that becomes an “Additional Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), in favor of each of the Secured Parties (as hereinafter defined) and Hudson Bay Master Fund Ltd., a Cayman Islands exempted company, as collateral agent for the Buyers and Holders (in such capacity, together with any successors or assigns in such capacity, if any, the “Collateral Agent”) pursuant to the Securities Purchase Agreement, the Notes and each other Transaction Document referred to herein.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 22, 2021, made by each of the Grantors referred to below, 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 22, 2021, is by and among Vinco Ventures, Inc., a Nevada corporation with offices located at 1 West Broad Street, Suite 1004, Bethlehem, Pennsylvania (the “Company”), ZASH Global Media and Entertainment Corporation, a Delaware corporation with offices located at 24 Aspen Park Blvd E., East Syracuse, New York 13057 (“Zash”), ZVV Media Partners, LLC, a Delaware limited liability company with offices located at 1 West Broad Street, Suite 1004, Bethlehem, PA 18018 (“ZVV”, together with the Company and Zash, each an “Issuer” and collectively, the “Issuers”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Second Amended and Restated Limited Liability Company Agreement of ZVV Media Partners, LLC a Delaware limited liability company
Limited Liability Company Agreement • July 23rd, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ZVV Media Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of July __, 2021 (the “Effective Date”), by and among the Company, Vinco Ventures, Inc., a Nevada corporation (the “Vinco Member”), and ZASH Global Media and Entertainment Corporation, a Delaware corporation (the “ZASH Member” and, together with the Vinco Member, the “Members”), with reference to the following facts:

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