UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
The undersigned, PishPosh, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December [*], 2021 (the “Effective Date”) and is entered into by and between Jesse Sutton (the “Executive”) and Pish Posh Baby LLC (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
THIS INTERCREDITOR AGREEMENT, dated as of November 30, 2021, (this “Agreement”), is by and among Dov Kurlander (“Kurlander”), the parties identified on Schedule A hereto (each a “New Lender” and collectively the “New Lenders” and together with Kurlander each a “Lender’” and collectively the “Lenders”), and Pish Posh Baby LLC, a Delaware limited liability company (the “Company” and together with the Lenders each a “Party” and collectively the “Parties”).
ContractPishPosh, Inc. • October 21st, 2022 • Retail-nonstore retailers • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVES
LEASE AGREEMENTLease Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New Jersey
This Lease Agreement (“Lease”) is entered into this 13 day of September, 2019 by and between SWARTHMORE 1915 LLC, a New Jersey limited liability company having an address of PO Box 17, Lakewood, NJ 08701 (the “Landlord”), and PISH POSH BABY LLC, a Delaware limited liability company having an address at 1915 Swarthmore Avenue, Unit 6, Lakewood, NJ 08701 (the “Tenant”).
Employment AgreementEmployment Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New Jersey
This EMPLOYMENT AGREEMENT (the "Agreement') is entered into as of November 23, 2021, by and between Pish Posh Baby LLC, a Delaware limited liability company (the '‘Company”), and Chaim Birnbaum (“Executive”).
SECURED CONVERTIBLE NOTE DUE MARCH 1, 2023PishPosh, Inc. • October 21st, 2022 • Retail-nonstore retailers • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of PISH POSH INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 1915 Swarthmore Ave Lakewood NJ 08701, due March 1, 2023 (this note, the “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, by and among Pish Posh Baby LLC, a Delaware limited liability company, its successors and assigns, including by merger, with headquarters located at 1915 Swarthmore Ave, Lakewood NJ 08701, Attn: Dov Kurlander, email: dov@pishposhbaby.com (the “Company”), and the investors listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2022 (this “Agreement”), by and between Posh Baby LLC, a Delaware limited liability company (“LLC”), and PishPosh, Inc., a Delaware corporation (“Corp”).
COMMON SHARE PURCHASE WARRANT PISHPOSH, INC.PishPosh, Inc. • October 21st, 2022 • Retail-nonstore retailers
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palladium Holdings LLC, 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 that the Company’s Common Shares have been approved for and are listed for trading on a Trading Market (the “Initial Exercise Date”) until the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PISHPOSH, INC., a Delaware corporation (the “Company”), up to 240,135 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT PISHPOSH, INC.Common Share Purchase • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers
THIS COMMON SHARE 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 that the Company’s Common Shares have been approved for and are listed for trading on a Trading Market (the “Initial Exercise Date”) until the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PISHPOSH, INC., a Delaware corporation (the “Company”), up to [________] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
This Executive Compensation Agreement (the “Agreement”) is made and entered into as of April 30, 2021, by and between Alon Benishai’an (the “Executive”) and Pish Posh Baby LLC (the “Company”).
SECURED CONVERTIBLE NOTE DUE NOVEMBER [ ], 2021Secured Convertible Note • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of PISH POSH BABY LLC, a Delaware limited liability company, (the “Borrower”), having its principal place of business at [____], fax: [____], email: [_____], due November [___], 2021 (this note, the “Note” and, collectively with the Other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2022 • PishPosh, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2021, between Pish Posh Baby LLC, a Delaware limited liability company (including its successors and permitted assigns, by operation of law, merger or otherwise) (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
