UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 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:
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.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • January 18th, 2023 • PishPosh, Inc. • Retail-nonstore retailers • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2022, by and between PishPosh, Inc., a Delaware corporation (the “Company”), and [name of indemnitee],[ a member of the Board of Directors and/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 11th, 2023 • PishPosh, Inc. • Retail-nonstore retailers • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October [ ], 2023 (this “Agreement”), by and between Alpha Capital Anstalt, a anstalt organized under the laws of Liechtenstein (the “Investor”), and PishPosh, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [ ], 2023, is by and between Alpha Capital Anstalt, an anstalt organized under the laws of Liechtenstein (the “Investor”), and PishPosh, Inc., a Delaware corporation (the “Company”).
PishPosh, Inc. Warrant To Purchase Common StockPishPosh, Inc. • December 22nd, 2022 • Retail-nonstore retailers • New York
PishPosh, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common stock, par value $ 0.000001 (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), 32,822 (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (the “Warrant Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2023 • 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.”
COMMON SHARE PURCHASE WARRANT PISHPOSH, INC.PishPosh, Inc. • May 15th, 2023 • Retail-nonstore retailers • New York
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).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 13th, 2023 • 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”).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN PISHPOSH, INC. AND JESSE SUTTONEmployment Agreement • January 18th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of December 20, 2022 (the “Effective Date”) by and between PishPosh, Inc. (the “Company”) and Jesse Sutton (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN PISHPOSH, INC. AND CHAIM (CHARLIE) BIRNBAUMEmployment Agreement • February 13th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of January 18, 2023 (the “Amendment Effective Date”) by and between PishPosh, Inc. (the “Company”) and Chaim (Charlie) Birnbaum (the “Executive”).
ContractPishPosh, Inc. • January 18th, 2023 • 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”).
PISHPOSH, INC.Letter Agreement • May 15th, 2023 • PishPosh, Inc. • Retail-nonstore retailers • New York
This letter agreement (this “Agreement”), effective as of the date hereof (the “Effective Date”), is made by and between PishPosh, Inc., a Delaware corporation (the “Company”), and Palladium Holdings, LLC, a Delaware limited liability company (“Palladium”). Each party hereto is referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN PISHPOSH, INC. AND JESSE SUTTONEmployment Agreement • February 13th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
This Amendment No. 2 to Employment Agreement (this “Amendment”) is made and entered into as of January 18, 2023 (the “Amendment Effective Date”) by and between PishPosh, Inc. (the “Company”) and Jesse Sutton (the “Executive”).
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”).
COMMON SHARE PURCHASE WARRANT PISHPOSH, INC.PishPosh, Inc. • March 28th, 2024 • Retail-nonstore retailers • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, 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 500,000 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).
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").
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2023 • PishPosh, Inc. • Retail-nonstore retailers • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes and Warrants (as defined below) of PishPosh, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $1,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $250,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • March 28th, 2024 • PishPosh, Inc. • Retail-nonstore retailers
This PROMISSORY NOTE EXTENSION AGREEMENT (this “Agreement”) is made and entered into effective as of November 27, 2023 by and between PishPosh, Inc., a Delaware corporation (the “Company”), and [_______________] (“Holder”).
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.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).
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:
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 13th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
THIS FIRST AMENDMENT TO THE PROMISSORY NOTE (the “Amendment”) is made as of December 27 2022 (the “Effective Date”), by and between PishPosh, Inc., a Delaware corporation (the “Company”), and Moishe Hartstein (the “Holder”).
Amendment to Engagement Letter AgreementLetter Agreement • March 28th, 2023 • PishPosh, Inc. • Retail-nonstore retailers
This Amendment dated March 22, 2023 (the “Amendment”) to the Letter Agreement (the “Letter Agreement”) dated February 2, 2022 between Boustead Securities, LLC (“Boustead”) and PishPosh, Inc., a Delaware corporation (the “Company,” and together with Boustead, the “Parties”, and each, a “Party”).
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.
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”).
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 15th, 2023 • PishPosh, Inc. • Retail-nonstore retailers • New York
This PROMISSORY NOTE EXTENSION AGREEMENT (this “Agreement”) is made and entered into effective as of April ___, 2023 by and between PishPosh, Inc., a Delaware corporation (the “Company”), and _______________ (“Holder”).
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").
