Item
1.01. Entry into a Material Definitive Agreement
On
April 17, 2021, Vinco Ventures, Inc. (“Vinco”) and EVNT Platform, LLC, a wholly owned subsidiary of Vinco (“the
Company” or “Buyer”), entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution
Agreement”) with Emmersive Entertainment, Inc. (“Emmersive” or “Seller”), pursuant to which Emmersive
contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software
and certain physical assets (the “Contributed Assets”) in consideration for, among other things, the Company assuming
certain obligations of Emmersive, hiring certain employees, and issuing 1,000,000 preferred membership units (“Preferred
Units”) in the Company to Emmersive and/or its shareholders (“Preferred Members”) pursuant to a First Amended
and Restated Operating Agreement for the Company dated as of April 17, 2021(“Amended Operating Agreement”). Certain
put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates Vinco to purchase the Preferred
Units in exchange for 1,000,000 shares of Vinco Venture’s common stock (“Put Rights”). In addition,
the Preferred Members have the opportunity to earn up to 4,000,000 Conditional Preferred Units if certain conditions are satisfied
for each of the four earn out targets (“Earn-Out Targets”). The Earn-Out Targets are described below:
Earn-Out
Target 1: In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility
of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum
of 10 approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s
Shareholders, 1,000,000 Conditional Preferred Units, with Put Rights.
Earn-Out
Target 2: In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues
generated from the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month
period ending on or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar
months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units, with
the Put Rights.
Earn-Out
Target 3: In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-month
period ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive
calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units,
with Put Rights. .
Earn
Out Target 4: In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-month
period ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive
calendar months), the Company shall issue to Emmersive and/or Emmersive’s Shareholders 1,000,000 Conditional Preferred Units,
with Put Rights.
On
April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed.
The
foregoing description of each of the Asset Contribution Agreement and First Amended and Restated Operating Agreement does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Asset Contribution
Agreement, which is filed as Exhibit 2.1 hereto and the full text of the First Amended and Restated Operating Agreement, which
is filed as Exhibit 2.2 hereto, and each of which are incorporated herein by reference.