COMMON STOCK PURCHASE WARRANT PISHPOSH, INC.Common Stock Purchase Warrant • November 12th, 2014 • PishPosh, Inc.
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 the close of business on the three (3) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from PishPosh, Inc., a Nevada corporation (the "Company"), up to ___________ 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).
COMMON STOCK PURCHASE WARRANT PISHPOSH, INC.PishPosh, Inc. • November 12th, 2014
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BERNARD WARMAN, maintaining an address at: 172 Lakewood New Egypt Road, Lakewood, NJ 08701, facsimile: (732) 730-7550, 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 February 1, 2015 to purchase 1,500,000 shares, $0.0001 par value Common Stock of PISHPOSH, INC., a Nevada corporation (the “Company”) (the “Initial Exercise Date”) and through the close of business on January 31, 2019 (the “Termination Date”). 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), subject to adjustment as set forth herein.
LOCKUP AGREEMENTLockup Agreement • November 12th, 2014 • PishPosh, Inc. • New York
This AGREEMENT (the "Agreement") is made as of the _____________, 2014, by __________ ("Holder"), maintaining an address at _________________________________, in connection with his ownership of shares of PishPosh, Inc., a Nevada corporation (the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2014 • PishPosh, Inc.
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").
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2014 • PishPosh, Inc. • New York
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of June 30, 2014 (the "Effective Date"), by and between PishPosh, Inc., a Nevada corporation (the "Company"), and Eliezar Nojowitz (the "Employee").
Palladium Capital Advisors, Llc 230 Park Avenue, Suite 539 New York, New York 10169PishPosh, Inc. • November 12th, 2014 • New York
This will confirm the understanding and agreement (the "Agreement") between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company ("Palladium"), and PISHPOSH, INC., a Nevada corporation (the "Company"), as follows:
INDUSTRIAL LEASE NOTICE:Occupancy Agreement • November 12th, 2014 • PishPosh, Inc. • New Jersey
THIS LEASE AGREEMENT (this "Lease") is made by and between 1915 Swarthmore Avenue Holdings, LLC, a Maryland limited liability company ("Landlord") and Westmark Marketing, LLC, a New Jersey limited liability company ("Tenant"), effective as of the date last signed (the "Effective Date").
COMMON STOCK PURCHASE WARRANT PISHPOSH, INC.Common Stock Purchase Warrant • November 12th, 2014 • PishPosh, Inc.
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 January 1, 2015, to purchase _________ shares, $0.0001 par value Common Stock ("Common Stock") of PISHPOSH, INC., a Nevada corporation (the "Company") (the "Initial Exercise Date") and through the close of business on December 31, 2018 (the "Termination Date"). 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), subject to adjustment as set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2014 • PishPosh, Inc. • New York
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of June 30, 2014 (the "Effective Date"), by and between PishPosh, Inc., a Nevada corporation (the "Company"), and Bernard Warman (the "Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2014 • PishPosh, Inc. • Nevada
This Securities Purchase Agreement (this "Agreement") is dated as of July 2, 2014, between PishPosh, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").
PURCHASE, PUT AND ESCROW AGREEMENTPurchase, Put and Escrow Agreement • November 12th, 2014 • PishPosh, Inc. • New York
THIS PURCHASE, PUT AND ESCROW AGREEMENT (the "Agreement") is dated as of July 2, 2014, among Bernard Warman, maintaining an address at 172 Lakewood New Egypt Road, Lakewood, NJ 08701, Fax: (732) 7307550 (the "Seller"), the parties identified on Schedule A (each a "Purchaser" collectively the "Purchasers") and Grushko & Mittman, P.C., maintaining an address at 515 Rockaway Avenue, Valley Stream, NY 11581 Fax: (212) 697-3575 ("G&M" or the "Escrow Agent").
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • November 12th, 2014 • PishPosh, Inc.
This Consent and Amendment Agreement is made as of the 30th day of September, 2014 (“Agreement”), among PishPosh, Inc., a Nevada corporation (the “Company”), and a Majority in Interest of the Purchasers hereto who are “Purchasers” under certain Securities Purchase Agreements with the Company dated July 2, 2014 (“Securities Purchase Agreements”), Registration Rights Agreements (“Registration Rights Agreement”) and other documents for the sale by the Company of Preferred Stock (“Preferred Stock”) and Warrants (“Warrants”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 12th, 2014 • PishPosh, Inc. • California
THIS CONSULTING SERVICES AGREEM ENT (this "Agreement„) is made and entered into, as of July 1, 2014 (the "Effective Date„), by and betweenCPC Strategy LLC, a California limited liability company ("CPC„) and Pish Posh Baby ("Company„)* The parties agree as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 2014 • PishPosh, Inc.
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2014 (this "Agreement"), by and between Pish Posh Baby LLC, a New Jersey limited liability company ("LLC"), and PishPosh, Inc., a Nevada corporation ("Corp").
