Exhibit 4.1


 


SECURITIES PURCHASE AGREEMENT


 


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”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


1.1       Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein
have the meanings given to such terms in the Certificate of Incorporation (as defined herein), and (b) the following terms
have the meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.15.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Applicable
Laws” means, with respect to any Person, any and all applicable law (statutory, civil, common or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement,
whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable
to such Person or its business, property or securities, and to the extent that they have (or are applied as if they have) the force
of law, policies, guidelines, notices and protocols of any Governmental Authority, as amended.


 


“Audited Financial
Statements” shall have the meaning ascribed to such term in Section 2.3(b)(vii).


 


“Beneficial
Ownership Limitation” shall have the meaning ascribed to such term in Section 2.(e) of the Warrant.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which
commercial banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing Date”
shall mean each of the Note Closing Date and Subsequent Closing Date.


 




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“Commission”
means the United States Securities and Exchange Commission.


 


“Company Auditor”
shall have the meaning ascribed to such term in Section 2.3(b)(vii).


 


“Company Counsel”
means Andrew Coldicutt, Esq., Law Office of Andrew Coldicutt, email: Andrew@ColdicuttLaw.com.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith or in conjunction with the Subsequent
Closing, as the case may be.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(ff).


 


“End Date”
shall have the meaning ascribed to such term in Section 4.9.


 


“Equity Line
of Credit” shall have the meaning ascribed to such term in Section 4.9.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt Issuance”
means the potential or required issuances of equity and debt set forth on Schedule 3.1(g) under the heading “Exempt Issuance”.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Financial Statements”
means the unaudited financial information annexed hereto as Schedule 3.1(h).


 


“Fully-Diluted
Basis” means the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire equity, including member interests, common stock and preferred stock or any other existing or future classes of capital
stock or equity, have been exercised or converted, as applicable, in full, regardless of whether any such options, warrants, convertible
securities or instruments or other rights are then vested or exercisable or convertible in accordance with their terms.


 


“GAAP”
shall mean United States generally accepted accounting principals applied on a consistent basis.


 


“Going Public
Event” shall have the meaning ascribed to such term in Section 4.13.


 


“Governmental
Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government,
governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, tribunal,
official, minister, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the
foregoing, including the Securities Authorities; or (c) quasi-governmental or private body, including any tribunal, commission,
regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under, or for the
account of, any of the foregoing, including any stock exchange.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(w).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Intercreditor
Agreement” means the Intercreditor Agreement annexed hereto as Exhibit A.


 




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“Inventory
Financing and Security Agreement” means the inventory financing and security agreement annexed hereto as Exhibit P.


 


“Legend Removal
Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Lockup Agreement”
means the form of Lockup Agreement annexed hereto as Exhibit B.


 


“Managing Member”
means the individual vested with authority under the Company’s operating agreement to be the manager or Chief Executive Officer
of the Company with the duties and obligations attendant to such position. As of the Note Closing Date, Dov Kurlander will be the
Managing Member.


 


“Material Adverse
Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material Permits”
shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum Rate”
shall have the meaning ascribed to such term in Section 5.17.


 


“Member Interest”
means a member interest or equity interest in the Company, and any other class of securities into which such member interest may
hereafter be reclassified or changed.


 


“Member Interest
Equivalent” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time any Member Interest, including, without limitation, any debt, preferred stock, equity right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive a Member Interest, as same may be constituted from time to time.


 


“Mergeco”
means the corporation to be formed in the State of Delaware having a Certificate of Incorporation and bylaws substantially similar
to Exhibit C and Exhibit D hereto, respectively.


 


“Mergeco Common
Stock” means the class of common stock of Mergeco substantially as described in Exhibit D hereto, as same may be constituted
from time to time.


 


“Mergeco Shares”
means the Mergeco Common Stock to be issued to Purchasers in connection with the Subsequent Closing as same may be constituted
from time to time.


 


“Mergeco Share
Equivalents” means any securities of Mergeco or its subsidiaries which would entitle the holder thereof to acquire at
any time Mergeco Common Stock, including, without limitation, any debt, preferred stock, equity right, option, warrant or other
instrument that is at any time convertible into or exerciseable or exchangeable for, or otherwise entitles the holder thereof to
receive Mergeco Common Stock, as same may be constituted from time to time.


 


“Merger Approval”
means the form of agreement annexed hereto as Exhibit N.


 


“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 3.1(aa).


 


“Note”
means the note, in the form of Exhibit E hereto.


 


“Note Closing”
means a Closing of the purchase and sale of the Notes pursuant to Section 2.1.


 




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“Note Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligation to pay the Note Subscription Amount at such
Note Closing, and (ii) the Company’s obligations to deliver the Notes to be issued and sold at the Note Closing, in each
case, have been satisfied or waived.


 


“Note Closing
Termination Date” shall have the meaning ascribed to such term in Section 2.1.


 


“Note Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for a Note purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Note Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Ordinary Course”
means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is
taken in the ordinary course of the normal day-to-day operations of the Person.


 


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(bb).


 


“Permitted
Indebtedness” means (a) any liabilities for borrowed money or amounts owed not in excess of $50,000 in the aggregate
(other than trade accounts payable incurred in the Ordinary Course), (b) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto) not affecting more than $50,000 in the aggregate, except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the Ordinary Course; (c) the present value of any lease payments not in excess
of $50,000 due under leases required to be capitalized in accordance with GAAP; (d) amounts under the Revolving Line of Credit
Promissory Note; (e) liabilities under the Satisfaction Agreement; and (f) liabilities for borrowed money that are or pari passu
(but in no case senior) to the Note pursuant to the Intercreditor Agreement, and the holders of which are not granted any security
interest.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the Ordinary Course, such as carriers’,
warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the Ordinary
Course of the Company’s and Subsidiaries’ business, and which (x) do not individually or in the aggregate materially
detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the
Company and its Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect
of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens in connection
with Permitted Indebtedness under clauses (a), and (b) thereunder, and Liens incurred in connection with Permitted Indebtedness
under clause (c) thereunder, provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the
assets so acquired or leased, (d) Liens arising under the Revolving Line of Credit Promissory Note; (e) liens arising pursuant
to the Satisfaction Agreement; and (f) Liens required to be granted to Dov Kurlander and the Purchasers pursuant to the Intercreditor
Agreement.


 


“Per Share
Purchase Price” shall be $1.00 per share.


 




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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agent” shall mean Palladium Capital Advisors LLC.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition, whether commenced or threatened before any court, governmental agency, authority, body, arbitrator,
mediator or other forum.


 


“Purchaser
Counsel” means Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, fax: (212) 697-3575.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.6.


 


“Registration
Rights Agreement” means the Registration Rights Agreement annexed hereto as Exhibit F.


 


“Regulation
D” means Regulation D under the Securities Act.


 


“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required Minimum”
means, as of any date, the maximum aggregate number of shares of Mergeco Common Stock then issued or potentially issuable in the
future pursuant to the Transaction Documents, including but not limited to any Underlying Shares and to providers of the Consent,
ignoring any conversion or exercise limits set forth in the Transaction Documents.


 


“Revolving
Line of Credit Promissory Note” means the revolving line of credit promissory note annexed hereto as Exhibit Q.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Satisfaction
Agreement” means the form of agreement annexed hereto as Exhibit O.


 


“Securities”
means the Notes, Series A Preferred Stock, Warrants, and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Series A Preferred
Stock” shall mean the Series A Preferred Stock of Mergeco as described in Exhibit D issuable to Purchasers pursuant to
Section 2.


 


“Shares Subscription
Amount” means an amount for each Purchaser equal to four (4) times each such Purchaser’s Note Subscription Amount,
in United States dollars in immediately available funds.


 


“Standard Settlement
Period” means the shortest standard settlement period, expressed in a number of Trading Days, on any Trading Market on
which the Mergeco Common Stock is listed or traded.


 


“Stock Option
Plan” shall mean the form of Stock Option Plan annexed hereto as Exhibit G.


 




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“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 40% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of
such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity,
the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the
Company. Representations, undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries which
exist or have existed at the applicable and relevant time.


 


“Subsequent
Closing” shall have the meaning ascribed to such term in Section 2.4.


 


“Subsequent
Closing Date” shall mean the date of the Subsequent Closing.


 


“Subsequent
Closing Termination Date” shall have the meaning ascribed to such term in Section 2.4.


 


“Trading Market”
means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, and the OTCQX (or any successors to any of
the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, Series A Preferred Stock, Warrants, the Intercreditor Agreement, Lockup Agreement,
Registration Rights Agreement, Inventory Financing and Security Agreement, Revolving Line of Credit Promissory Note, all exhibits
and schedules thereto and hereto, and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


“Transfer Agent”
means the transfer agent for the Mergeco Common Stock, and any successor transfer agent of the Company. As of the Note Closing
Date, the Company is the Transfer Agent.


 


“Underlying
Shares” means the Mergeco Common Stock issued and issuable upon conversion of Series A Preferred Stock in accordance
with the terms of Mergeco’s Certificate of Incorporation and upon exercise of the Warrants in accordance with the terms of
the Warrants.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Variable Priced
Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.9.


 


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 4.9.


 


“Warrants”
means the Mergeco Common Stock purchase warrants to be delivered to the Purchaser in accordance with the Merger, in the form of
Exhibit H attached hereto. The Warrants will be registered on the books of the Company in the name of each Purchaser representing
the right to purchase an amount of Warrant Shares equal to 100% on a fully diluted basis of the amount of shares of Mergeco Common
Stock that would be issued to a Noteholder at the Subsequent Closing, having a per share exercise price stated therein, subject
to adjustment as provided therein.


 




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“Warrant Shares”
means the shares of Mergeco Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.

PURCHASE AND SALE


 


NOTE CLOSING


 


2.1       Note
Closing. On the Note Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell
and each Purchaser for itself agrees to purchase its portion of an aggregate of $1,000,563.33 principal amount of Notes in the
principal amount set forth on the signature pages hereto, such purchase and sale being the “Note Closing”).
Purchaser shall deliver to the Company such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser
its Note. The Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Note Closing. Upon
satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Note Closing shall occur at the offices of
Purchaser Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary,
the Note Closing must take place on or before December 3, 2021 (the “Note Closing Termination Date”). In the
event the Note Closing is not held on or before the Note Closing Termination Date, the Company shall cause all subscription documents
and funds, if any, to be returned, without interest or deduction to each prospective Purchaser.


 


2.2          Deliveries.


 


(a)          On
or prior to the Note Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)       this
Agreement duly executed by the Company with the schedules and exhibits thereto, current as of such Note Closing Date;


 


(ii)       a
Note with a principal amount equal to Purchaser’s Subscription Amount issued in the name of Purchaser;


 


(iii)       the
Registration Rights Agreement duly executed by the Company;


 


(iv)       the
Intercreditor Agreement and the Satisfaction Agreement duly executed by the Company and Dov Kurlander;


 


(v)       the
Agreement with Charlie Birnbaum annexed hereto as Exhibit L, duly executed by the Company and Charlie Birnbaum;


 


(vi)       the
Lockup Agreements signed by the Company and each of the holders of and with respect to the Member Interests, Member Interest Equivalents
and Securities identified on Schedule 2.2(a)(vii);


 


(vii)       a
certificate executed on behalf of the Company by its Managing Member dated as of the Note Closing Date, in which such Managing
Member shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and


 




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(viii)       a
certificate executed on behalf of the Company by its Managing Member (i) containing copies
of the text of the resolutions by which the action on the part of the Company and members necessary to approve this Agreement and
the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by
a certificate of the secretary or assistant secretary of the Company (or someone holding a similar title or position) dated as
of the Note Closing Date certifying to the Purchasers that such resolutions and approvals were duly adopted and have not been amended
or rescinded, (ii) an incumbency certificate dated as of the Note Closing Date certifying the office of each officer of Company
executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) certifying
as true and accurate attached together with copies of the Company’s certificate of formation and governing documents in effect
on the Note Closing Date, a certificate evidencing the good standing of Company as of a day within five (5) Business Days prior
to the Note Closing Date.


 


(b)          On or prior to the
Note Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)       this
Agreement, the Intercreditor Agreement and Registration Rights Agreement duly executed by such Purchaser; and


 


(ii)       such
Purchaser’s Subscription Amount by wire transfer to the Company.


 


2.3          Note
Closing Conditions.


 


(a)          The
obligations of the Company hereunder to effect a Note Closing are subject to the following conditions being met:


 


(i)       the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Note Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii)       all
obligations, covenants and agreements of Purchaser required to be performed at or prior to the Note Closing Date shall have been
performed; and


 


(iii)       the
delivery by Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of Purchaser hereunder to effect the Note Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(iv)       the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Note Closing Date of the representations and warranties of the Company contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(v)       all
obligations, covenants and agreements of the Company required to be performed at or prior to the Note Closing Date shall have been
performed;


 


(vi)       the
Company shall have delivered executed signature pages to this Agreement with respect to the Note Subscription Amounts for which
the Note Closing is to occur;


 


(vii)       the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 




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(viii)         there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(ix)           from
the date hereof to the Note Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended
or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any
Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor
shall there have occurred any material outbreak or escalation of hostilities, pandemic or other national or international calamity
of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Note;


 


(x)           the
Company shall have entered into and delivered to Purchaser a copy of a retainer agreement with a PCAOB certified public accountant
(the “Company’s Auditor”) for such accountant to prepare and deliver to the Company and Purchasers in
the time frame set forth in Section 2.6(b)(xii), certified financial statements prepared according to GAAP for Mergeco, sufficient
to meet the filing requirements for Form S-1 in accordance with Regulation S-X under the Securities Act (the “Audited
Financial Statements”);


 


(xi)           the
Company shall have delivered to Purchasers a copy of the Intercreditor Agreement, executed by the Company and Dov Kurlander;


 


(xii)           the
Company shall have delivered to Purchasers the Agreement with Charlie Birnbaum annexed hereto as Exhibit L, executed by the Company
and Charlie Birnbaum pursuant to which Mr. Birnbaum will serve as Chief Operating Officer of Mergeco as of the Subsequent Closing
Date is in full force and effect; and


 


(xiii)           the
Company shall have delivered to each Purchaser a copy of the Merger Approval executed by each holder of a Member Interest or Member
Interest Equivalent identified on Schedule 2.3(b)(xiii) hereto not participating as a Purchaser to the transactions described in
this Agreement.


 


SUBSEQUENT CLOSING


 


2.4          Subsequent
Closing. On the Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees
to sell and the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 as determined pursuant to Section 2.5(a) (such purchase
and sale being the “Subsequent Closing”). Each Purchaser shall deliver to the Company such Purchaser’s
Shares Subscription Amount, and the Company shall deliver to each Purchaser its Mergeco Shares as determined pursuant to Section
2.5(a). The Company and Purchaser shall deliver the other items set forth in Section 2.5 deliverable at the Subsequent Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.5 and 2.6, the Subsequent Closing shall occur at the
offices of Purchaser Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the
contrary, the Subsequent Closing must take place on or before sixty-five (65) days after the Note Closing Date (the “Subsequent
Closing Termination Date”). In the event the Subsequent Closing is not held on or before the Subsequent Closing Termination
Date, the Company shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each
prospective Purchaser.


 


2.5          Deliveries.


 


(a)           On
or prior to the Subsequent Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 




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(i)       Mergeco
Shares issued in the name of each Purchasers equal to each such Purchaser’s Subscription Amount divided by the Per Share
Purchase Price. In lieu of receiving Mergeco Shares, any purchaser who would exceed an amount equal to the Beneficial Ownership
Limitation shall instead be issued an amount of Series A Preferred Stock convertible into an amount of Mergeco Shares equal to
the excess Mergeco Shares otherwise issuable to such Purchaser but for the application of the Beneficial Ownership Limitation;


 


(ii)       Warrants
issued in the name of such Purchaser representing the right to acquire upon cash exercise thereof an amount of Warrant Shares equal
to the amount of Mergeco Shares issuable to such Purchaser on the Subsequent Closing Date before application of the Beneficial
Ownership Limitation;


 


(iii)       a
certificate executed on behalf of Mergeco by its chief executive officer dated as of the Subsequent Closing Date, in which such
Managing Member or CEO shall certify that the conditions set forth in Section 2.5(b) have been fulfilled; and


 


(iv)       a
certificate executed on behalf of Mergeco by its chief executive officer and certified by Mergeco’s secretary (or someone
holding a similar title or position) (i) containing copies of the text of the resolutions by which the action on the part of Mergeco
necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and
thereby dated as of the Subsequent Closing Date certifying to the Purchasers that such resolutions and approvals were duly adopted
and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Subsequent Closing Date certifying the office
of each officer of Mergeco executing any Transaction Document, or any other agreement, certificate or other instrument executed
pursuant hereto and thereto, and (iii) copies of (A) Mergeco’s certificate of formation and governing documents in effect
on the Subsequent Closing Date, and (B) the certificate evidencing the good standing of Mergeco as of a day within five (5) Business
Days prior to the Subsequent Closing Date.


 


(b)           On
or prior to the Subsequent Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)       such
Purchaser’s Subscription Amount by wire transfer of the cash portion thereof to the Company; and


 


(ii)       Note
principal amount by automatic cancellation of the Note upon the Subsequent Closing.


 


2.6          Subsequent
Closing Conditions.


 


(a)           The
obligations of the Company hereunder to effect a Subsequent Closing are subject to the following conditions being met:


 


(i)       the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Subsequent Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a
specific date therein in which case they shall be accurate as of such date);


 


(ii)       all
obligations, covenants and agreements of Purchaser required to be performed at or prior to the Subsequent Closing Date shall have
been performed; and


 




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(iii)       the
delivery by Purchaser of the items set forth in Section 2.5(b) of this Agreement.


 


(b)          The
respective obligations of Purchaser hereunder to effect the Subsequent Closing, unless waived by such Purchaser, only as to such
Purchaser, are subject to the following conditions being met:


 


(i)       the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii)       all
obligations, covenants and agreements of the Company required to be performed at or prior to the Subsequent Closing Date shall
have been performed;


 


(iii)       the
delivery by the Company of the items set forth in Section 2.5(a) of this Agreement;


 


(iv)       there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v)       from
the date hereof to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been
suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,
or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities, pandemic or other national or international calamity
of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Mergeco Shares, Series A Preferred Stock and
Warrants;


 


(vi)       the
Company Auditor shall certify to Purchasers that, calculated in accordance with GAAP, the Company has had for each of two consecutive
thirty (30) day periods commencing on the Note Closing Date gross sales of merchandise from recurring sales in the Ordinary Course
of not less than $1,200,000 which sales have a gross margin of not less than fifteen percent (15%);


 


(vii)       the
Company shall have achieved and provided proof that as of at least one day during the period commencing 30 calendar days after
the Note Closing Date and until fifty (50) days thereafter the Company achieved not fewer than 75,000 unique followers on Facebook,
Instagram and TikTok;


 


(viii)       the
Company shall have delivered to Purchasers the Audited Financial Statements with certification from the Company Auditor that the
Audited Financial Statements satisfy as of the Subsequent Closing Date the requirements of Form S-1 and Regulation S-X under the
Securities Act for filing of Form S-1 as of the Subsequent Closing Date;


 


(ix)          the
individuals identified on Schedule 2.6(b)(ix) hereto shall have been appointed Chief Executive Officer and Chief Financial
Officer of Mergeco and hold those positions as of the Subsequent Closing Date;


 




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(x)       the
individuals identified on Schedule 2.6(b)(x) hereto shall have been appointed directors of Mergeco and hold those positions
as of the Subsequent Closing Date;


 


(xi)       the
agreement between Charlie Birnbaum and the Company annexed hereto as Exhibit I pursuant to which Mr. Birnbaum will serve as Chief
Operating Officer of Mergeco as of the Subsequent Closing Dates is in full force and effect;


 


(xii)      Mergeco
shall have adopted the Stock Option Plan; and


 


(xiii)     The
Company and Mergeco shall have merged pursuant to DGCL Section 264 into a single entity with Mergeco being the surviving entity
and Mergeco’s certificate of incorporation and bylaws being the certificate of incorporation and byLaws of the merged entity
(the “Merger”); and effective upon the closing of the Merger, each Member Interest and Member Interest Equivalent
shall have converted into Mergeco Common Stock and Mergeco Common Stock Equivalents as set forth on Schedule 2.6(b)(xvii)
hereto.


 


2.7           Purchaser’s
Right To Terminate Note Closing Participation. Anything in this Agreement or any of the other Transaction Documents to the
contrary notwithstanding, each Purchaser, for itself, has the right to demand and receive from the Company such Purchaser’s
Note Subscription Amount at any time until a Note Closing takes place in connection with such Note Subscription Amount and Transaction
Documents. UNDER NO CIRCUMSTANCES WILL THE PURCHASER’S NOTE SUBSCRIPTION AMOUNT BE DELIVERED TO OR UNDER THE CONTROL OR AUTHORITY
OF ANY PLACEMENT AGENT OR BROKER INCLUDING BUT NOT LIMITED TO PLACEMENT AGENT.


 


2.8           Purchaser’s
Right To Terminate Subsequent Closing Participation. Anything in this Agreement or any of the other Transaction Documents to
the contrary notwithstanding, each Purchaser, for itself, has the right to demand and receive from the Company such Purchaser’s
cash portion of Shares Subscription Amount at any time until a Subsequent Closing takes place in connection with such cash portion
of Shares Subscription Amount and Transaction Documents. Any funds delivered by a Purchaser prior to the closing of the Subsequent
Closing will be held by the Company in any segregated account only to be disbursed upon the closing of the Subsequent Closing or
returned to the Purchaser if the Subsequent Closing does not occur as required herein. UNDER NO CIRCUMSTANCES WILL THE PURCHASER’S
CASH PORTION OF SHARES SUBSCRIPTION AMOUNT BE DELIVERED TO OR UNDER THE CONTROL OR AUTHORITY OF ANY PLACEMENT AGENT OR BROKER INCLUDING
BUT NOT LIMITED TO PLACEMENT AGENT.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. Except as explicitly set forth in the Disclosure Schedules (which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation made herein to which it refers and any other representation to the
extent such Disclosure Schedule reasonably relates thereto without a requirement of a cross-reference), the Company hereby makes
the following representations and warranties to each Purchaser as of the date hereof, the Note Closing Date and Subsequent Closing
Date unless as of a specific date therein in which case they shall be accurate as of such date. After the Note Closing Date and
until five (5) Business Days before the Subsequent Closing Date, the Company is required to update the Disclosure Schedules and
representations herein to the extent same require amendment in order to be materially true and accurate as of the Subsequent Closing
Date. In the event there is any such amendment that a Purchaser, for himself only, deems to be materially adverse to such Purchaser’s
interests, then such Purchaser may elect not later than two (2) Business Days prior to the Subsequent Closing Date to elect to
not participate in the Subsequent Closing and retain its Note.


 




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(a)       Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Section 3.1(a) of the Disclosure Schedules.
The Company owns, directly or indirectly, a majority of the capital stock or other equity interests of each Subsidiary free and
clear of any Liens, subject to restrictions under Applicable Laws, and all of the issued and outstanding shares of capital stock
and equity of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities.


 


(b)       Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document,
or (iv) the occurrence of a Disqualification Event (any of (i), (ii), (iii) or (iv), a “Material Adverse Effect”)
and, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


 


(c)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, its Managing Member or the Company’s members and creditors in connection
herewith or therewith other than in connection with the Required Approvals except those filings required to be made with the Commission
and state agencies, if any, after the Note Closing Date or as otherwise stated herein. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by Applicable Law.


 




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(d)       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the
issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it
is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected.


 


(e)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filing of Form D with the Commission, and (ii) such filings as are required to be made under applicable state securities laws
(collectively, the “Required Approvals”).


 


(f)       Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than those created
by the Purchaser. As of Mergeco’s formation date, the Company will have reserved from its duly authorized capital stock a
number of shares of Mergeco Common Stock for issuance of at least equal to the Required Minimum on the date hereof.


 


(g)       Capitalization.
The capitalization of the Company is as set forth in Schedule 3.1(g). Except as disclosed on Schedule 3.1(g), no
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding options, employee
or incentive stock option plans warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any Member Interests, Member Interest Equivalents, Mergeco Common Stock, Mergeco Common Stock Equivalents,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
Member Interests, Member Interest Equivalents, Mergeco Common Stock or Mergeco Common Stock Equivalents. Except for the Stock Option
Plan, there is no stock option plan in effect as of the Closing Date nor will any similar or other plan be approved or effective
as of the Subsequent Closing Date. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will
not obligate the Company to issue Member Interests or Member Interest Equivalents or other securities to any Person (other than
the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. All of the outstanding equity and Member Interest Equivalents of the Company are duly
authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities
laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or
purchase securities. No further approval or authorization of any member, the Managing Member or others is required for the issuance
and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to
the Company’s equity to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
members.


 




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(h)       Financial
Statements. Annexed hereto as Schedule 3.1(h) is financial information of the Company (“Financial Statements”).
The Financial Statements have not been prepared in accordance with GAAP. The Financial Statements fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject to normal, immaterial adjustments and inclusion of footnotes which
would be required pursuant to generally accepted accounting principles.


 


(i)       Material
Changes; Undisclosed Events, Liabilities or Developments. There has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect. The Company has not incurred any material liabilities
(contingent or otherwise) other than trade payables and accrued expenses incurred in the Ordinary Course. The Company has not altered
its method of accounting. The Company has not declared or made any dividend or distribution of cash or other property to its members
or purchased, redeemed or made any agreements to purchase or redeem any of its equity or Member Interest Equivalents. The Company
has not issued any equity securities to any officer, director or Affiliate except as set forth on Schedule 3.1(g).


 


(j)       Litigation.
There is no Proceeding threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. At no time has the Company, any Subsidiary, any director, Managing Member,
manager or officer thereof been the subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.


 


(k)       Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(l)       Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(m)       Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as presently conducted, and as
contemplated to be conducted, except where the failure to possess such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice
of a Proceeding relating to the revocation or modification of any Material Permit.


 


(n)       Title
to Assets. The Company and the Subsidiaries have good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens. The
Company and Subsidiaries do not own any real property. Any real property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in
compliance.


 


(o)       Intellectual
Property.


 


(i)           The
term “Intellectual Property Rights” includes:


 


1.       the
name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks, service
marks, and applications of the Company and each Subsidiary (collectively, “Marks”);


 


2.       all
patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively,
“Patents”);


 


3.       all
copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);


 


4.       all
rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works”);


 


5.       all
know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans,
drawings, and blue prints (collectively, “Trade Secrets”); owned, used, or licensed by the Company and each
Subsidiary as licensee or licensor; and


 


6.       the
license or right to directly or indirectly use any of the foregoing, whether perpetually or for a fixed term, whether or not subject
to defeasement, and whether or not reduced to writing or otherwise memorialized.


 


(ii)        Agreements.
Schedule 3.1(o) contains a complete and accurate list and description of all material Intellectual Property Rights and of
all contracts (including term sheets) relating to the Intellectual Property Rights to which the Company is a party or by which
the Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available
software programs with a value of less than $10,000 under which the Company is the licensee. There are no outstanding and, to Company’s
knowledge, no threatened disputes or disagreements with respect to any such agreement.


 


(iii)        Know-How
Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s
businesses as it is currently conducted or contemplated to be conducted. The Company is the owner of all right, title, and interest
in and to each of the Intellectual Property Rights, free and clear of all Liens, and other adverse claims, and has the right to
use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any
contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee
to transfer, assign, or disclose information concerning his work to anyone other than of the Company.


 




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(iv)       Patents.
The Company owns no Patents.


 


(v)       Marks.
The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens and other adverse
claims. All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance with
all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal
applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety
days after any Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation and, to the Company’s
knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge: (1) there is no potentially
interfering trademark or trademark application of any third party, and (2) no Mark is infringed or has been challenged or threatened
in any way. To the Company’s knowledge, none of the Marks used by the Company infringes or is alleged to infringe any trade
name, trademark, or service mark of any third party.


 


(vi)       Copyrights.
The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all Liens and other
adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are valid and
enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date of the
Closing. No Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in any way. To the Company’s
knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party
or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been marked with the proper
copyright notice.


 


(vii)       Trade
Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade
Secrets. The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets
are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged, or appropriated
either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade Secret is subject to any
adverse claim or has been challenged or threatened in any way.


 


(p)       Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost. The Company has valid and subsisting insurance in compliance with all applicable legal requirements.


 


(q)       Transactions
With Affiliates and Employees. Except as set forth in the Financial Statements and Transaction Documents, none of the officers
or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any
Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or
partner, in each case in excess of $50,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company and (iii) except as disclosed on Schedule 3.1(g).


 




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(r)       Certain
Fees. No brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company or any Subsidiary
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by the Transaction Documents except as set forth on Schedule 3.1(r). Purchaser shall have
no obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section 3.1(r) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(s)       Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(t)       Registration
Rights. Except for the Purchasers, no Person has any right to cause the Company or any Subsidiary to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


 


(u)       Application
of Takeover Protections. As of each Closing Date, the Company will have taken all necessary action, if any, in order to render
inapplicable as of such Closing Date and thereafter any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s organizational or
similar charter documents or the laws of the State of Delaware that is or could become applicable to the Purchaser as a result
of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.


 


(v)       Disclosure.
All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken
together as a whole, is true and correct in all material respects and does not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 




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(w)       Solvency.
Based on the consolidated financial condition of the Company as of the date of this Agreement and each Closing Date, and the Company’s
good faith estimate of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from
the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be
required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities)
as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted
and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business
conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking
into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of
any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year after each Closing Date. Other than the principal amount of the Note, the
Company has no secured and unsecured Indebtedness except set forth in the Financial Statements. For the purposes of this Agreement,
“Indebtedness” means any liabilities for borrowed money or amounts owed in excess of $50,000 other than (i)
trade accounts payable incurred by the Company and its Subsidiaries in the Ordinary Course, and (y) all guaranties, endorsements
and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the
Company’s balance sheet (or the notes thereto) not affecting more than $50,000 in the aggregate, except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course, and (z) the present value of
any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company
nor any Subsidiary is in default with respect to any Indebtedness.


 


(x)       Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim.


 


(y)       Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision
of the FCPA.


 


(z)       Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that Purchaser is acting solely in
the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Purchaser
or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to Purchaser that
the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent
evaluation of the transactions contemplated hereby by the Company and its representatives.


 




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(aa)       Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Proceeding involving the Company or any Subsidiary with respect to the Money Laundering Laws
is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


(bb)       Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any Managing Member, director,
officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(cc)       Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby.


 


(dd)       No
General Solicitation or Integration. To the best knowledge of the Company, neither the Company nor any person acting on behalf
of the Company has offered or sold any of the Company’s securities nor the Securities by any form of general solicitation
or general advertising. To the best knowledge of the Company, the Company has offered the Securities for sale only to the Purchaser
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(ee)       Indebtedness
and Seniority. As of the date hereof and Subsequent Closing Date, except as set forth in the Intercreditor Agreement, no Indebtedness,
equity, Member Interest, or Member Interest Equivalent is or will be pari passu or senior to the Notes in right of payment, whether
with respect to interest or upon liquidation or dissolution, or otherwise, and capital lease obligations (which is senior only
as to the property covered thereby).


 


(ff)       No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.
The Company will notify the Purchaser in writing, prior to each Closing Date of (i) any Disqualification Event relating to any
Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Issuer Covered Person.


 


(gg)       FDA.
None of the products sold by the Company is subject to the jurisdiction of the U.S. Food and Drug Administration under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder.


 


(hh)       Survival.
The foregoing representations and warranties shall survive each Closing Date.


 




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3.2          Representations
and Warranties of the Purchaser. Purchaser hereby represents and warrants as of the date hereof and as of each Closing Date
to the Company as follows (unless as of a specific date therein or unless as otherwise disclosed to the Company in writing at any
time before the Subsequent Closing Date):


 


(a)       Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification
provisions contained in this Agreement may be limited by Applicable Law.


 


(b)       Understandings
or Arrangements. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to a registration
statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities
hereunder in the Ordinary Course.


 


(c)       Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, on each Closing Date
on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. Such Purchaser is able to
bear the risk of such investment for an indefinite period and to afford a complete loss thereof. Such Purchaser has provided the
information in the Accredited Investor Questionnaire attached hereto as Exhibit J (the “Investor Questionnaire”).
The information set forth on the signature pages hereto and the Investor Questionnaire regarding such Purchaser is true and complete
in all respects. Except as disclosed in the Investor Questionnaire, such Purchaser has had no position, office or other material
relationship within the past three years with the Company or Persons (as defined below) known to such Purchaser to be affiliates
of the Company, and is not a member of the Financial Industry Regulatory Authority or an “associated person” (as such
term is defined under the FINRA Membership and Registration Rules Section 1011).


 


(d)       Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 




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(e)       Information
on Company. Purchaser is not deemed to have any knowledge of any information not included in the Financial Statements or the
Transaction Documents unless such information is delivered in the manner described in the next sentence or made available to Purchaser
as a member of the Company. Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary
of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii)
the right of access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make
an informed investment decision with respect to acquiring the Securities. In addition, such Purchaser may have received in writing
from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has
requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written
Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing
in the Securities.


 


(f)       Compliance
with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered
under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and
agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g)       Communication
of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h)       No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)       No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if
applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a
default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided that
for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.


 




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(j)       Tax
Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local
and foreign tax consequences of this investment and the transactions contemplated by the Transaction Documents. Such Purchaser
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.


 


(k)       Consent.
Each Purchaser who is a member of the Company or who holds any Member Interest Equivalent by entering into this Agreement hereby
consents to the occurrence of the Merger as described herein without the requirement of any further approval or notice. Each Purchaser
agrees to not take any action which will make the fulfillment of the terms of this Agreement and other Transactions, impossible,
difficult or burdensome. Purchaser further agrees that until the Subsequent closing occurs or is abandoned, Purchaser may not transfer,
convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be null,
void and ineffective. This consent shall be binding on the Purchaser and his or its successors and assigns.


 


(l)       Survival.
The foregoing representations and warranties shall survive each Closing Date.


 


3.3         Reliance.
The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1         Transfer
Restrictions.


 


(a)       Disposition
of Securities. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of a Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof
to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any
such transferee shall agree in writing to be bound by the terms of the Transaction Documents and shall have the rights and obligations
of a Purchaser under the Transaction Documents.


 


(b)       Legend.
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 




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[NEITHER] THIS SECURITY
[NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] 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 THE COMPANY.
THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [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 INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c)       Pledge.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. At such Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities.


 


(d)       Legend
Removal. Certificates evidencing the Mergeco Shares or Underlying Shares shall not contain any legend (“Unlegended
Shares”) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale
of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144,
or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the
Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If any
portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding
Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)
then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is
no longer required under this Section 4.1(d), it will, no later than the sooner of two (2) Trading Days or the Standard Settlement
Period following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing the Mergeco Shares
or Underlying Shares, issued with a restrictive legend (such earlier date being the “Legend Removal Date”),
deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and
other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the
restrictions on transfer set forth in this Section 4.1.


 




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(e)       DWAC.
Commencing after the occurrence of the Going Public Event, in lieu of delivering physical certificates representing the Unlegended
Shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend and the Purchaser is not obligated
to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically
transmit the Unlegended Shares by crediting the account of Purchaser’s prime broker with the Depository Trust Company through
its Deposit Withdrawal At Custodian system, provided that Mergeco’s Common Stock is DTC eligible and the Company’s
transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal
Date.


 


(f)       Resale
Requirements. Purchaser agrees with the Company that such Purchaser will sell the Securities pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that
if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set
forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth
in Section 4.1 of this Agreement is predicated upon the Company’s reliance upon this understanding.


 


(g)       Injunction.
In the event Purchaser shall request delivery of Unlegended Shares or Underlying Shares as described in Section 4.1 and the Company
is required to deliver such Securities, the Company may not refuse to deliver such securities based on any claim that such Purchaser
or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the Transaction
Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and
or enjoining delivery of such Unlegended Shares or Underlying Shares shall have been sought and obtained by the Company and the
Company has posted a surety bond for the benefit of such Purchaser in the amount of 120% of the amount of the aggregate purchase
price of the securities intended to be subject to the injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the
extent Purchaser obtains judgment in Purchaser’s favor.


 


(h)       Buy-In.
In addition to any other rights available to Purchaser, if the Company fails to deliver Unlegended Shares as required pursuant
to this Agreement, and after the Legend Removal Date or the Purchaser, or a broker on the Purchaser’s behalf, purchases (in
an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Purchaser of the Unlegended
Shares which the Purchaser was entitled to receive (a “Buy-In”), then the Company shall promptly pay in cash
to the Purchaser (in addition to any remedies available to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s
total purchase price (including brokerage commissions, if any) for the Mergeco Shares so purchased exceeds (B) the aggregate purchase
price of the Mergeco Shares delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate
of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated
damages and not as a penalty). For example, if a Purchaser purchases Mergeco Shares having a total purchase price of $11,000 to
cover a Buy-In with respect to $10,000 of purchase price of Mergeco Shares delivered to the Company for reissuance as unlegended
shares, the Company shall be required to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company
written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.


 


4.2           Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the equity interests of
equity holders of the Company which dilution may be substantial. The Company further acknowledges that its obligations under the
Transaction Documents, including, without limitation, its obligation to issue the Mergeco Shares and Underlying Shares pursuant
to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive
effect that such issuance may have on the ownership of the other stockholders of the Company.


 




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4.3           Furnishing
of Information. The Company covenants and agrees with the Purchaser that commencing on the Closing Date and until the Going
Public Event for so long as Notes are outstanding, the Company shall deliver to the Purchaser commencing February 7, 2021, (i)
monthly unaudited financial statements, (ii) for each of the Company’s first three fiscal quarters unaudited quarterly financial
statements within 90 days after each quarter-end, (iii) in addition to the requirements of Section 4.3(b), within 120 days after
each of the Company’s fiscal year ends, annual audited financial statements prepared according to GAAP within 150 days of
year-end, and (iv) copies of any documents or data furnished to the Company’s stockholders in their capacity as Company stockholders
regarding the Company or its affairs, simultaneously with the furnishing of such documents or data to such stockholders. The foregoing
obligations will be deemed satisfied if such financial statements have been timely filed with the Commission and are available
on the EDGAR system.


 


4.4           Conversion
and Exercise Procedures. The forms of Notice of Conversion and Notice of Exercise, respectively, included in Mergeco’s
Certificate of Incorporation and Warrants sets forth the totality of the procedures required of the Purchaser in order to convert
the Series A Preferred Stock and exercise the Warrants. No additional information or instructions shall be required of the Purchaser
to convert the Series A Preferred Stock or exercise its Warrants. The Company shall honor conversions of the Series A Preferred
Stock and exercises of the Warrants and shall deliver Underlying Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.


 


4.5           Use
of Proceeds. The proceeds of the offering will be employed by the Company substantially for the purposes set forth on Schedule
4.5.


 


4.6           Indemnification
of Purchaser. Subject to the provisions of this Section 4.6, the Company will indemnify and hold Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action
is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful
misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought
pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right
to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Purchaser Party’s breach of its representations, warranties or covenants under the Transaction Documents.
The indemnification required by this Section 4.6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be
in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the
Company may be subject to pursuant to law.


 




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4.7          Reservation
and Listing of Securities.


 


(a)       From
and after the formation date of Mergeco, the Company shall maintain a reserve from Mergeco’s duly authorized shares of common
stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full
under the Transaction Documents, but not less than the Required Minimum.


 


(b)       If,
on any date, the number of authorized but unissued (and otherwise unreserved) Mergeco Shares is less than the Required Minimum
on such date, then the board of directors of Mergeco shall amend Mergeco’s certificate or articles of incorporation to increase
the number of authorized but unissued shares of common stock to at least the Required Minimum at such time, as soon as possible
and in any event not later than the 60th day after such date. In the event of a shortfall in the Required Minimum, any
shares reserved for issuance to Mergeco’s officers and directors (not including Purchaser, if applicable) will be made available
for issuance to the Purchaser.


 


4.8           Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.9           Subsequent
Equity Sales. Except in connection with the Securities offered in this Agreement, without prior written approval of Purchasers,
until all the Securities are no longer outstanding (“End Date”), the Company will not, without the consent of
Purchaser, enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any Variable Priced Equity Linked
Instruments (collectively, the “Variable Rate Transaction”). For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company
has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed
price or price formula, and “Variable Priced Equity Linked Instruments” shall include: (A) any debt or equity
securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Mergeco
Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for Mergeco Common Stock at any time after the initial issuance of such debt or equity security, or (2)
with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial
issuance of such debt or equity security due to a change in the market price of Mergeco’s Common Stock since date of initial
issuance, and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is required
or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments
in shares of Mergeco Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations
for Mergeco Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in
stock are subject to certain equity conditions). For purposes of determining the total consideration for a convertible instrument
(including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal
amount is directly or indirectly increased after issuance, the consideration will be deemed to be the actual cash amount received
by the Company in consideration of the original issuance of such convertible instrument.


 




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4.10           Director
Appointments. The Purchasers holding a majority of the Mergeco Shares issued pursuant to this Agreement and outstanding at
all relevant times until two (2) years after the occurrence of the Going Public Event (not including any Purchaser who irrevocably
elects to waive this right) shall have the right effective as of the Subsequent Closing to designate two members to Mergeco’s
board of directors which shall consist of no fewer than three directors nor more than five directors.


 


4.11           Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale or resale of the Securities.


 


4.12           Maintenance
of Property and Insurance. Until the End Date, the Company shall keep all of its property, which is necessary or useful to
the conduct of its business, in good working order and condition, ordinary wear and tear excepted. Until the End Date, the Company
will maintain insurance coverage of the type customary for its industry and not less than the higher amount in effect as of any
Closing Date.


 


4.13           Going
Public Event. On or before nine (9) months after the Subsequent Closing Date, the Company will (i) consummate a merger or business
combination with a company that has a class of equity registered pursuant to Section 12(g) of the Exchange Act, and which company
is subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act, or (ii) file a registration statement on
Form S-1 for the purpose of having the Company subject to the mandatory reporting requirements of Section 13 or 15(d) under the
Exchange Act. The Company after having (A) its Common stock is traded on a Trading Market and (B) accomplishing either (i) or (ii)
above, and (y) having the same class of equity as the Mergeco Shares and Underlying Shares registered pursuant to Section 12(g)
of the Exchange Act or (z) the Company becoming subject to the mandatory reporting requirements of Section 13 or 15(d), is referred
to herein as the "Going Public Event".


 


4.14           Preservation
of Corporate Existence. Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a
whole.


 


4.15           Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents.


 




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4.16           Reimbursement.
If Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company (except
as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely
as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such Purchaser
for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection therewith)
incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to
any Affiliates of the Purchaser who are actually named in such Proceeding and partners, directors, agents, employees and controlling
persons (if any), as the case may be, of the Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit
of any successors, assigns, heirs and personal representatives of the Company, the Purchaser and any such Affiliate and any such
Person. The Company also agrees that neither the Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling
persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company solely as
a result of acquiring the Securities under this Agreement.


 


4.17           Merger.
The Company shall take all action necessary to cause the Merger to occur and be effective not later than immediately prior to the
Subsequent Closing Date. It is the intention of the parties hereto that the Merger be a reorganization within the meaning of Section
368 of the Internal Revenue Code, as amended. The Merger shall have the effects set forth in this Agreement and in the applicable
provisions of the DGCL. Without limiting the generality of the foregoing, upon the effectiveness of the Merger, all the property,
rights, privileges, powers and franchises of the Company and Mergeco shall vest in Mergeco as the surviving corporation, and all
debts, liabilities, requirements to issue equity, the undertakings of the Company to be effectuated at any time contemporaneously
or subsequent to the effective time of the Merger or Subsequent Closing, and other duties of the Company shall become the debts,
obligations, liabilities and duties and obligations of the surviving corporation. Each party to this Agreement agrees to rely on
its own counsel and experts with respect to tax advice and opinions. No party hereto, nor their attorneys, are providing any tax
advice with respect to the transactions described or referred to herein, including but not limited to the Merger.


 


4.18           Most
Favored Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that the Company
or Mergeco issues or sells any Member Interests, or Member Interest Equivalents, Mergeco Common Stock, Mergeco Shares Equivalents,
or if a Purchaser then holding outstanding Securities reasonably believes that any of the terms and conditions appurtenant to such
issuance or sale are more favorable to such investors than are the terms and conditions granted to the Purchaser hereunder, upon
notice to the Company by such Purchaser within five (5) Trading Days after disclosure of such issuance or sale, the Company shall
amend the terms of this transaction as to such Purchaser only so as to give such Purchaser the benefit of such more favorable terms
or conditions. This Section 4.18 shall not apply with respect to an Exempt Issuance. The Company shall provide Purchaser with notice
of any such issuance or sale not later than ten (10) Trading Days before such issuance or sale.


 




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4.19          Piggyback
Registration Rights. If at any time after the Note Closing Date there is not an effective registration statement covering all
of the Underlying Shares and the Company determines to prepare and file with the Commission a registration statement relating to
an offering for its own account or the account of others under the Securities Act of any of its equity securities, but excluding
Forms S-4 or S- 8 and similar forms which do not permit such registration, then the Company shall send to each holder of any of
the Securities written notice of such determination and, if within ten (10) business days after receipt of such notice, any such
holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying
Shares such holder requests to be registered and which inclusion of such Underlying Shares will be subject to customary underwriter
cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the Commission
(including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any
of the Securities entitled to registration rights under this Section 4.19. The holders whose Underlying Shares are included or
required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification
granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of
Securities or permitted successor in connection with any Underlying Shares included in any such registration statement be greater
in amount than the dollar amount of the net proceeds actually received by such holder upon the sale of the Underlying Shares sold
pursuant to such registration or such lesser amount in proportion to all other holders of securities included in such registration
statement. All expenses incurred by the Company in complying with Section 4.19, including, without limitation, all registration
and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the
Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue
sky” laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration
Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities and legal
expenses of such holders are called "Selling Expenses." The Company will pay all Registration Expenses in connection
with the registration statement under Section 4.19. Selling Expenses in connection with each registration statement under Section
4.19 shall be borne by the holder and will be apportioned among such holders in proportion to the number of shares included therein
for a holder relative to all the securities included therein for all selling holders, or as all holders may agree. It shall be
a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to
the Underlying Shares of a particular holder that such holder shall furnish to the Company in writing such information and representation
letters, including a completed form of a securityholder questionnaire, with respect to itself and the proposed distribution by
it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.


 


4.20         Covenants
of the Company Regarding the Conduct of Business.


 


(a)          The
Company covenants and agrees that, subject to Applicable Law, during the period from the date of this Agreement until the End Date
and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of the
Parent and the Purchaser or as required or permitted by this Agreement, the Company shall conduct its business in the Ordinary
Course and in accordance with Applicable Law. Provided However the Company will be permitted to enter into the Inventory Financing
and Security Agreement and issue the Revolving Line of Credit Promissory Note.


 


(b)          Without
limiting the generality of Section 4.20(a), subject to Applicable Law, the Company covenants and agrees that, during the period
from the date of this Agreement until the End Date, except with the express prior written consent of the Purchasers or as required
or permitted by this Agreement, the Company shall use its reasonable best efforts to maintain and preserve intact the current business
organization, assets, properties and business of the Company, keep available the services of the present employees and agents of
the Company and maintain good relations with, and the goodwill of, employees, suppliers, customers, creditors and all other Persons
having business relationships with the Company and, except with the prior written consent of the Purchasers, the Company shall
not, directly or indirectly:


 


(i)         make
any change in its Organizational Documents;


 


(ii)       split,
combine, consolidate or reclassify any shares of its capital stock, undertake any capital reorganization or declare, set aside
or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof);


 


(iii)       reorganize,
amalgamate, combine or merge the Company with any other Person (other than pursuant to the transactions contemplated by this Agreement);


 




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(iv)       adopt
a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company;


 


(v)       sell,
pledge, lease, dispose of, surrender, lose the right to use, mortgage, license, encumber (other than Permitted Liens) or otherwise
dispose of or transfer any assets of the Company or any interest in any assets of the Company, other than in the Ordinary Course;


 


(vi)       make
any capital expenditure or similar commitments, other than in the Ordinary Course;


 


(vii)      enter
into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial
instruments;


 


(viii)     make
any bonus or profit sharing distribution or similar payment of any kind;


 


(ix)        grant
any general increase in the rate of wages, salaries, bonuses or other remuneration of any Company employees, other than in the
Ordinary Course;


 


(x)         make
any material tax election, information schedule, return or designation, except as required by Applicable Law and in a manner consistent
with past practice, settle or compromise any material tax claim, assessment, reassessment or liability, file any amended tax return,
enter into any material agreement with a Governmental Authority with respect to taxes, surrender any right to claim a material
tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable
to any material tax matter or materially amend or change any of its methods or reporting income, deductions or accounting for income
tax purposes except as may be required by Applicable Law;


 


(xi)       create,
enter into or increase any severance, change of control or termination pay to (or amend any similar existing arrangement with)
any Company employee, director or executive officer of the Company or change the benefits payable under any existing severance
or termination pay policies with any Company employee, director or executive officer of the Company;


 


(xii)       except
as required by Applicable Law: (A) adopt, enter into or amend any Stock Option Plan (other than entering into an employment agreement
in the Ordinary Course with a new Company employee who was not employed by the Company on the date of this Agreement); (B) pay
any benefit to any director or officer of the Company or to any Company employee other than in the Ordinary Course; (C) grant,
accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or
officer of the Company or to any Company employee; (D) take or propose any action to effect any of the foregoing; or (E) hire or
terminate or promote any employee;


 


(xiii)      cancel,
waive, release, assign, settle or compromise any material claims or rights;


 


(xiv)      commence,
waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations;


 


(xv)      amend,
modify, terminate or waive any right under any material contract or enter into any material contract or agreement;


 




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(xvi)        amend,
modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company in effect on the date of
this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance
and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the
terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;


 


(xvii)       take
any action or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which
is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation
of the transactions contemplated by this Agreement; or


 


(xviii)       authorize,
agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.


 


4.21          Indebtedness.
For so long as any Note is outstanding, the Company will not incur any Indebtedness other than Permitted Indebtedness, without
the consent of the majority in interest.


 


4.22          Purchase
Price Reset. From the date of this Agreement until the Purchasers no longer holds any Mergeco Common Stock, in the event that
the Company issues or sells any shares of Common Stock or any Common Stock Equivalent (calculated on an as converted, as exercised
basis) pursuant to which shares of Common Stock may be acquired at a price less than the Per Share Purchase Price (a “Share
Dilutive Issuance”), then the Company shall promptly issue additional shares of Common Stock to the Purchasers then holding
Mergeco Common Stock on the date of such Share Dilutive Issuance, for no additional consideration, in an amount sufficient that
(a) the aggregate Purchaser’s Shares Subscription Amount paid at the Closing, for such outstanding Mergeco Common Stock held
by a Purchaser on the date of such Share Dilutive Issuance, when divided by (x) the sum of (i) the total number of outstanding
Shares held by the Purchaser on the date of such Share Dilutive Issuance, (ii) any other shares of Common Stock then or theretofore
issued in respect of such outstanding Shares (by stock split, stock dividend or otherwise) that resulted in an adjustment to the
Per Share Purchase Price, and (iii) all Additional Shares issued with respect to such outstanding Shares held by the Purchaser
on the date of such Share Dilutive Issuance that were issued as a result of Share Dilutive Issuances that occurred prior to such
Share Dilutive Issuance, will equal the price per share of Common Stock in such Share Dilutive Issuance, (each such adjustment,
a “Share Dilution Adjustment”, and such shares, the “Additional Shares”). The Additional
Shares to be issued in a Share Dilution Adjustment shall be issued by the Company to the Purchaser who held outstanding Shares
on the date of the applicable Share Dilutive Issuance (in proportion to the number of such Shares held by Purchaser on the date
of such Share Dilutive Issuance). Such Share Dilution Adjustment shall be made successively whenever such an issuance is made.
Such Additional Shares must be delivered to the applicable Purchaser not later than the date the Share Dilutive Issuance occurs.
The holder of outstanding Additional Shares is granted the same rights and benefits as a holder of outstanding Shares pursuant
to the Transaction Documents, except that such rights and benefits shall not apply to a holder of outstanding Additional Shares
after such outstanding Additional Share has been irrevocably sold pursuant to an effective registration statement under the Securities
Act or pursuant to Rule 144 without further restrictions or conditions to transfer pursuant to Rule 144. At the Company’s
option, this section shall not apply to share issued in an initial public offering of the Company’s Comon Stock on a Trading
Market.


 


ARTICLE V.


MISCELLANEOUS


 


5.1          Termination.
This Agreement may be terminated by a Purchaser, only as to such Purchaser’s obligations hereunder, by written notice to the other
parties if the Closing has not been consummated on or before the Note Termination Date; provided, however, that such termination
will not affect the right of any party to sue for any breach by any other party or parties.


 




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5.2          Fees
and Expenses. Except as set forth on Schedule 5.2 hereto, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes
and duties levied in connection with the delivery of any Securities to the Purchaser.


 


5.3          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4          Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company, to: Pish Posh Baby LLC, 1915 Swarthmore Ave Lakewood NJ 08701, Attn: Dov Kurlander,
Managing Member, email: dov@pishposhbaby.com with a copy by email or fax only to (which shall not constitute notice): Law Office
of Andrew Coldicutt, Attn: Andrew Coldicutt, Esq., email: Andrew@ColdicuttLaw.com, (ii) if to the Purchaser, to: the addresses
and fax numbers indicated on the signature pages hereto, with a copy by fax only to (which shall not constitute notice): Grushko
& Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, Attn: Barbara R. Mittman, Esq., fax: (212) 697-3575, email:
barbara@grushkomittman.com.


 


5.5          Amendments;
Waivers. No provision of this Agreement or any other Transaction Document may be waived, modified, supplemented or amended
except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority
of the component of the affected Securities and which are adversely affected by such waiver, modification, supplement or amendment
then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
As employed herein, “consent” shall mean consent of the majority in interest of the affected interest, right or debt
or equity interest, on the date such consent is requested or required.


 


5.6          Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 




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5.7          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
Purchaser (other than by merger). Following the Closing, Purchaser may assign, on ten (10) Business Day prior notice any or all
of its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Securities, provided that such transferee
agrees in writing to be bound with respect to the transferred Securities by the provisions of the Transaction Documents that apply
to the “Purchaser” and is able to make each and every representation made by Purchaser in this Agreement. No assignment
by a Purchaser will be allowed if the result would be an increase in the number of actual or beneficial owners of the assigned
securities.


 


5.8          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


5.9          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence
an action or proceeding to enforce any provisions of the Transaction Documents, then in addition to the obligations of the Company
under Section 4.7, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


5.10          Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11          Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 




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5.12          Severability.
If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of
the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13          Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights; provided, however, that in the case of a rescission of a conversion of Series A Preferred
Stock or exercise of a Warrant, the applicable Purchaser shall be required to return any Mergeco Common Stock subject to any such
rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to
the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s
Series A Preferred Stock or Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14          Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.15          Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.16          Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




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5.17          Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any Proceeding that may be brought by any Purchaser in order to enforce any right or
remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it
is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under Applicable Law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is
increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate
of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward,
unless such application is precluded by Applicable Law. If under any circumstances whatsoever, interest in excess of the Maximum
Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall
be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at such Purchaser’s election.


 


5.18          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.19          Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Mergeco Common Stock in any Transaction Document shall be subject to adjustment for
reverse and forward stock splits, stock dividends, stock combinations and other similar transactions relating to Mergeco Common
Stock that occur after the date of this Agreement.


 


5.20          WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.21          Equitable
Adjustment. The Per Share Purchase Price, Series A Preferred Conversion Price, Warrant exercise price, trading volume amounts,
price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to
offset the effect of stock splits, similar events and as otherwise described in the Transaction Documents.


 


(Signature Pages Follow)


 




    	 	36	 



     


    







 


IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	PISH POSH BABY LLC	 	Address for Notice:
	 	 	 
	 	 	[REQUIRES COMPLETION]
	 	 	 
	By:	/s/ Dov Kurlander	 	 
	 	Name: Dov Kurlander	 	 
	 	Title: Managing Member and Chief Executive Officer	 	 
	 	 	 
	With a copy to (which shall not constitute
    notice):	 	 
	 	 	 
	[REQUIRES COMPLETION]	 	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	 	37	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	American European Insurance Company
	 	 
	Signature of Authorized Signatory of Purchaser. 	/s/ Nachum Stein
	 	 
	Name of Authorized Signatory:	Nachum Stein
	 	 
	Title of Authorized Signatory:	President
	 	 
	Email Address of Authorized Signatory:	nsll238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849


 


Address for Notice to Purchaser:


605 Third Ave. 9th Floor


New York, NY 10158


 


	Address for Delivery of Securities to Purchaser (if not same as address for notice):
	 
	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY:_________%


 


	NOTE SUBSCRIPTION AMOUNT: 	US$ 25,000.00	 
	 	 	 
	SHARES SUBSCRIPTION AMOUNT: 	US$	 


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING:___________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING:____________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE _________WARRANT SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 



    	 	38	 



     


    







 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	Alpha Capital Anstalt
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nicola
    Feuerstein
	 	 
	Name of Authorized Signatory: 	Nicola Feuerstein
	 	 
	Title of Authorized Signatory: 	Director
	 	 
	Email Address of Authorized Signatory:	info@alphacapital.li
	 	 
	Facsimile Number of Authorized Signatory:	 


 


	Address for Notice to Purchaser:	Alpha Capital Anstalt
	 	c/o LH Financial Services
	 	510 Madison Avenue / Suite 1400
	 	New York N.Y. 10022


 





	Address for Delivery of Securities to Purchaser (if not same as address for notice):
	 
	 
	 
	 
	 
	 


 


 


MEMBER INTERESTS IN PISH POSH BABY:_________%


 


	NOTE SUBSCRIPTION AMOUNT: 	US$ $423,333.33	 
	 	 	 
	SHARES SUBSCRIPTION AMOUNT: 	US$ $846,666.67	 


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING:__________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING:_____________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE ___________WARRANT SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 






    	 	39	 



     


    







 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	BERNARD WARMAN
	 	 
	Signature of Authorized Signatory of purchaser	/s/ BERNARD
    WARMAN
	 	 
	Name of Authorized Signatory:	BERNARD WARMAN
	 	 
	Title of Authorized Signatory:	Self
	 	 
	Email Address of Authorized Signatory:	 bwarman@moclelarclosets.com 
	 	 
	Facsimile Number of Authorized Signatory:	732 612 1007
	 	 
	Address for Notice to Purchaser:	 


 





	Address for Delivery of Securities to Purchaser (if not same as address for notice):
	 
	 
	 
	 
	 
	 





 


MEMBER INTERESTS IN PISH POSH BABY:_______%


 


	NOTE SUBSCRIPTION AMOUNT: 	US$ $4,624.00	 
	 	 	 
	SHARES SUBSCRIPTION AMOUNT: 	US$ $9,248.00	 


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING:_________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING:___________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE _________WARRANT SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 



    	 	40	 



     


    









[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	Four kids Investment Fund LLC
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ JONATHAN HONIG
	 	 
	Name of Authorized Signatory:	JONATHAN HONIG
	 	 
	Title of Authorized Signatory:	Manger
	 	 
	Email Address of Authorized Signatory: 	JONATHANHONIG@AOL.COM
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	5825 Windsor Court

Boca Raton, FL 33496


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: _________%


 


NOTE SUBSCRIPTION AMOUNT: US$ $20,324.00__


 


SHARES SUBSCRIPTION AMOUNT: US$ $40,648.00_


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: __________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: __________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE _________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 




    	 	41	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	Name of Purchaser:	The Hewlett Fund LP
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Martin Chopp
	 	 
	Name of Authorized Signatory:	Martin Chopp
	 	 
	Title of Authorized Signatory:	General Partner
	 	 
	Email Address of Authorized Signatory: 	MC@hewlettfund.com
	 	 
	Facsimile Number of Authorized Signatory:	516-887-8990
	 	 
	Address for Notice to Purchaser:	
    100 Merrick Rd- Ste 400W

    Rockville Centre, NY 11570



 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: __________%


 


NOTE SUBSCRIPTION AMOUNT: US$_____


 


SHARES SUBSCRIPTION AMOUNT: US$ 400,000_____.


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: _____________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: __________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE __________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under
separate cover.


 




    	 	42	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	JACOB FRIEDMAN
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ JACOB FRIEDMAN
	 	 
	Name of Authorized Signatory:	JACOB FRIEDMAN
	 	 
	Title of Authorized Signatory:	General Partner
	 	 
	Email Address of Authorized Signatory: 	Jacob@primeaveracommunities.com
	 	 
	Facsimile Number of Authorized Signatory:	732-616-1461
	 	 
	Address for Notice to Purchaser:	
    110 Hillside BLVD Suite 15

    Lakewood, NJ 08701



 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: _______%


 


NOTE SUBSCRIPTION AMOUNT: US$____


 


SHARES SUBSCRIPTION AMOUNT: US$_____


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: _______


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: _______


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE ________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 




    	 	43	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	L1 Capital Global Opportunities Master Fund
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ David Feldman
	 	 
	Name of Authorized Signatory:	David Feldman
	 	 
	Title of Authorized Signatory:	Portfolio Manager
	 	 
	Email Address of Authorized Signatory: 	dfeldrnan@l1capitalglobal.com
	 	 
	Facsimile Number of Authorized Signatory:	+1 646-202-1441
	 	 
	Address for Notice to Purchaser:	 
	 	 
	1688 Meridian Avenue., Level 6	 
	Miami Beach„ FL 33139	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: _______%


 


NOTE SUBSCRIPTION AMOUNT: US$ 300,000.00__


 


SHARES SUBSCRIPTION AMOUNT: US$ 600,000.00__


 


Total Investment: US$900,000.00


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: _________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: _________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE ________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 


981241877


 




    	 	44	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


	Name of Purchaser:	Nachum Stein
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nachum Stein
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	nsl 1238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	Address for Notice to Purchaser:	 
	605 Third Ave. 9th Floor	 
	New York, NY 10158	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


  


MEMBER INTERESTS IN PISH POSH BABY: _______%


 


NOTE SUBSCRIPTION AMOUNT: US$ 25,000,00___


 


SHARES SUBSCRIPTION AMOUNT: US$________


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: _________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: ________


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE __________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under
separate cover.


 




    	 	45	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	Nechama Berker
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nechama Berker
	 	 
	Name of Authorized Signatory:	Nechama Berker
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	Nateav B@Berlmereals.com

	 	 
	Facsimile Number of Authorized Signatory:	N/A
	 	 
	Address for Notice to Purchaser:	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	316 Forest Ave.
	 
	Lakewood  NT
08701
	 
	 





 


MEMBER INTERESTS IN PISH POSH BABY: _______%


 


NOTE SUBSCRIPTION AMOUNT: USS $6,112.33___


 


SHARES SUBSCRIPTION AMOUNT: USS $12,224,67____


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: __________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: _______


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE ________ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 




    	 	46	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	RALPH RIEDER
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ RALPH RIEDER
	 	 
	Name of Authorized Signatory:	RALPH RIEDER
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	ralph@fieldstoneprop.com
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	285 CENTRAL PARK WEST NY NY 10024


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


	 
	 
	 
	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 


NOTE SUBSCRIPTION AMOUNT: USS $11,002.33__


 


SHARES SUBSCRIPTION AMOUNT: US$ $22,004.67__


 


MERGECO SHARES DELIVERABLE AT SUBSEQUENT CLOSING: _________


 


SERIES A PREFERRED STOCK DELIVERABLE AT SUBSEQUENT CLOSING: _______


 


WARRANTS DELIVERABLE AT SUBSEQUENT CLOSING TO ACQUIRE _______ WARRANT
SHARES


 


EIN Number, if applicable, will be provided under separate cover.


 




    	 	47	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL"


 


The undersigned Member of
Pish Posh Baby LLC is hot participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October
    ____. 2021
	 	 
	Name of Holder of Member Interest or Member Interest
    Equivalent:	Dov
    Kurlander
	 	 
	Description of Member Interest or Member Interest Equivalent
    held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Dov Kurlander
	 	 
	Name of Authorized Signatory:	Dov Kurlander
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized
    Signatory:	 
	 	 
	Address for Notice to Purchaser:	 
	 	 
	 	 


 


 


	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	48	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	2004 Leon Scharf Irrevocable
    Trust
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Willy Bear
	 	 
	Name of Authorized Signatory:	Willy Bear
	 	 
	Title of Authorized Signatory:	Trustee
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	3839 Flatlands Ave. Suite
    201 Brooklyn, NY 11234
	 	 
	 	 


  


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	49	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Abraham Belsky
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Abraham Belsky
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	 
	 	 
	 	 





 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


	 
	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	50	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


“MERGER APPROVAL”


 


The undersigned Member
of Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	American European Insurance Company
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nachum Stein
	 	 
	Name of Authorized Signatory:	Nachum Stein
	 	 
	Title of Authorized Signatory:	President
	 	 
	Email Address of Authorized Signatory: 	nslI238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	Address for Notice to Purchaser:	605 Third Ave. 9th Floor New York, NY 10158
	 	 
	 	 


  


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 


 




    	 	51	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]



 


Alpha Capital Anstalt


Altenbech 8 / 9490 vaduz


Liechtenstein


  


IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


“MERGER APPROVAL”


 


The undersigned Member of
Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October___,  2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Alpha Capital Anstalt
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nicola Feuetstein
	 	 
	Name of Authorized Signatory:	Nicola Feuetstein
	 	 
	Title of Authorized Signatory:	Director
	 	 
	Email Address of Authorized Signatory: 	info@alphacapfnl.li
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	Address for Notice to Purchaser:	
    Alpha Capital Anstalt

    c/o LH Financial Services

    510 Madison Avenue / Suite 1400 /
    New York N.Y. 10022



 





 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	52	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


“MERGER APPROVAL”


 


The undersigned Member
of Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Bebe LLC
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Abraham Belsky
	 	 
	Name of Authorized Signatory:	Abraham Belsky
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	
 


	 	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	53	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


"MERGER APPROVAL”


 


The undersigned Member
of Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	BERNARD WARMAN
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	SUT
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ BERNARD WARMAN
	 	 
	Name of Authorized Signatory:	BEANARD WARMAN
	 	 
	Title of Authorized Signatory:	Self
	 	 
	Email Address of Authorized Signatory: 	bwasman@mocwalesclosets.com
	 	 
	Facsimile Number of Authorized Signatory:	732-612-1007
	 	 
	Address for Notice to Purchaser:	
    172 NEW EEYPT RD

	 	LAKEWOOD NJ 0B701


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	54	 



     


    

    


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of
Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October
    ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest
    Equivalent:	Curber International
    Ltd
	 	 
	Description of Member Interest or Member Interest Equivalent
    held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Menachem Goldshmid
	 	 
	Name of Authorized Signatory:	Menachem Goldshmid
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized
    Signatory:	 
	 	 
	Address for Notice to Purchaser:	
	 	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


  




    	 	55	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of
Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	Nov 19. 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Foor Kvs Investment Fund LLC
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ JONATHAN HONIG
	 	 
	Name of Authorized Signatory:	JONATHAN HONIG
	 	 
	Title of Authorized Signatory:	Manger
	 	 
	Email Address of Authorized Signatory: 	JONATHAN HONIG @AOL.com
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	
    5825 Wndsor Coast

	 	Boca Raten, FL 33496


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	56	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of
Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October_____, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Hewlett Fund, LP
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Martin Chopp
	 	 
	Name of Authorized Signatory:	Martin Chopp
	 	 
	Title of Authorized Signatory:	General Partner
	 	 
	Email Address of Authorized Signatory: 	MC@hewlettfund.com
	 	 
	Facsimile Number of Authorized Signatory:	516-887-8990
	 	 
	Address for Notice to Purchaser:	
    100 Merrick Rd-ste 400W

	 	Rockville Centre, NY 11570


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	57	 



     


    

  


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Hoch Family Equities LLC
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Joseph Hoch
	 	 
	Name of Authorized Signatory:	Joseph Hoch
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	125-10 QUEENS BLVD
	 	KEW GARDENS, NY 11415


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	58	 



     


    

 





[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October
    ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest
    Equivalent:	L1 Capital Global
    Opportunities Master Fund
	 	 
	Description of Member Interest or Member Interest Equivalent
    held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ David Feldman
	 	 
	Name of Authorized Signatory:	David Feldman
	 	 
	Title of Authorized Signatory:	Portfolio Manager
	 	 
	Email Address of Authorized Signatory: 	dfeldman@l1capitalg
    lobal.com
	 	 
	Facsimile Number of Authorized
    Signatory:	+1 646-202-1441
	 	 
	Address for Notice to Purchaser:	1688 Meridian
    Avenue., Level 6
	 	Miami Beach,
    FL 33139


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	59	 



     


    




 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


“MERGER APPROVAL”


 


The undersigned Member
of Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October___,  2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	 
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Jacob Friedman
	 	 
	Name of Authorized Signatory:	Jacob Friedman
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory: 	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	 
	 	 


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice): _______________


 


	 


 


MEMBER INTERESTS IN PISH POSH BABY: ________%


 




    	 	60	 



     


    



 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Morris Fuchs
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Morris Fuchs
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser :	1109 EAST 22ND STREET
	 	BROOKLYN, NY 11210
	 	 
	 	 
	 	 
	Address for Delivery of Securities to Purchaser (if not same as address for notice):	 
	 	 
	 	 
	 	 
	MEMBER INTERESTS IN PISH POSH BABY:	                 %


 




    	 	61	 



     


    

 





[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ____, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Nechama Stein
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nechama Stein
	 	 
	Name of Authorized Signatory:	
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	ns11238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	Address for Notice to Purchaser :	605 Third Ave. 9th Floor New York, NY 10158
	 	 
	 	 
	 	 
	Address for Delivery of Securities to Purchaser (if not same as address for notice):	 
	 	 
	 	 
	 	 
	MEMBER INTERESTS IN PISH POSH BABY:	                 %


 




    	 	62	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Nechama Berker
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Nechama Berker
	 	 
	Name of Authorized Signatory:	Nechama Berker
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	Nateav B@Berkerealg.com
	 	 
	Facsimile Number of Authorized Signatory:	NA
	 	 
	Address for Notice to Purchaser :	3/6 Forest the Lakewood NY 08701
	 	 
	 	 
	 	 
	Address for Delivery of Securities to Purchaser (if not same as address for notice):	 
	 	 
	 	 
	 	 
	MEMBER INTERESTS IN PISH POSH BABY:	                 %


 




    	 	63	 



     


    




 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member
of Pish Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds
a member interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	October  ___, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	RALPH RIEDER
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ RALPH RIEDER
	 	 
	Name of Authorized Signatory:	RALPH RIEDER
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser :	 
	 	 
	 	 
	 	 
	Address for Delivery of Securities to Purchaser (if not same as address for notice):	 
	 	 
	 	 
	 	 
	MEMBER INTERESTS IN PISH POSH BABY:	                 %


 




    	 	64	 



     


    

 


[PURCHASER SIGNATURE PAGE TO PISH POSH BABY LLC


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


“MERGER APPROVAL”


 


The undersigned Member of Pish
Posh Baby LLC is not participating in the investment in Notes, Mergeco Shares, or Series A Preferred Stock. The undersigned holds a member
interest in Pish Posh Baby LLC and hereby effective as of the Effective Date set forth below irrevocably consents to the transactions
described in the Securities Purchase Agreement and other Transaction Documents, including but not limited to the Merger, substantially
on the terms described in the Transaction Documents subject to permissible waiver and amendment. The undersigned will enter into the Lockup
Agreement when requested to do so by Pish Posh Baby LLC or Mergeco. The undersigned further acknowledges and agrees that upon effectiveness
of the Merger, the undersigned Member Interest and any Member Interest Equivalents will automatically and without further action or requirement
automatically cease to exist and will be exchanged, converted and replaced with the amount of Mergeco Common Stock as described in the
Transaction Documents. The undersigned further agrees that until the Subsequent closing occurs or is abandoned, the undersigned may not
transfer, convey, or assign its Member Interest or Member Interest Equivalent and any such transfer, assignment or conveyance shall be
null, void and ineffective. This consent shall be binding on the undersigned and his or its successors and assigns.


 


	Effective Date:	November 23, 2021
	 	 
	Name of Holder of Member Interest or Member Interest Equivalent:	Palladium Capital Group, LLC
	 	 
	Description of Member Interest or Member Interest Equivalent held by the undersigned:	1.12% Pre-Merger
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Joel Padowitz
	 	 
	Name of Authorized Signatory:	Joel Padowitz
	 	 
	Title of Authorized Signatory:	Chief Executive Officer
	 	 
	Email Address of Authorized Signatory:	jp@palladiumcapital.com
	 	 
	Facsimile Number of Authorized Signatory:	(917) 540-2302
	 	 
	Address for Notice to Purchaser :	Carnegie Hall Tower, 152 West 57th Street, Floor 22
	 	New York, NY 10019
	 	 
	 	 
	Address for Delivery of Securities to Purchaser (if not same as address for notice):	 
	 	 
	 	 
	 	 
	MEMBER INTERESTS IN PISH POSH BABY:	1.12%


 




    	 	65	 



     


    




 


EXHIBITS AND SCHEDULES


 


	Exhibits	 
	Exhibit B Intercreditor Agreement	2
	Exhibit C Lockup Agreement	2
	Exhibit D Certificate of Incorporation	3
	Exhibit E Bylaws	3
	Exhibit G Note	3
	Exhibit H Registration Rights Agreement	4
	Exhibit J Stock Option Plan	4
	Exhibit K Warrants	5
	Exhibit L Agreement with Charlie Birnbaum	11
	Exhibit M Investor Questionnaire	20
	Exhibit N Merger Approval Agreement	 
	Exhibit O Satisfaction Agreement	 


 


	Schedules	 
	Schedule 2.2(a)(vi) Lockup Agreement Providers	7
	Schedule 2.6(b)(xiii) CEO and CFO Appointments	12
	Schedule 2.6(b)(xiv) Directors Appointments	12
	Schedule 2.6(b)(xvii) Merger Exchange Ratio	12
	Schedule 3.1(g) Capitalization	14
	Schedule 3.1(h) Financial Statements	14
	Schedule 3.1(o) Intellectual Property Rights	16
	Schedule 3.1(r) Placement Agent Compensation	18
	Schedule 4.5 Use of Proceeds	26
	Schedule 5.2 Fees and Expenses	30


 




    	 	66	 



     


    




 


DISCLOSURE SCHEDULES


 


The Disclosure Schedules (“Disclosure
Schedules”) as defined in (and attached to) that certain Securities Purchase Agreement dated as of November 30, 2021 (the “Agreement”)
by and among Pish Posh Baby LLC, a Delaware limited liability company (the “Company”) and the Purchaser named therein,
is being furnished by the Company pursuant to Section 3 of the Agreement. As contemplated by the Agreement, the Disclosure Schedules contain
certain information that constitute exceptions to the representations and warranties of the Company in the Agreement. The section numbers
in the Disclosure Schedules correspond to the section numbers in the Agreement. Section headings are provided for convenience only.


 


Unless otherwise defined in the
Disclosure Schedules, any capitalized terms used but not defined herein shall have the same meanings given to such terms in the Agreement.
Nothing in the Disclosure Schedules constitute an admission of any liability or obligation of the Company to any third party, or an admission
against the interests of the Company or any other person or entity named herein. The Disclosure Schedules include brief descriptions of
certain agreements and documents and does not purport to be a comprehensive summary of such agreements. All agreements, plans or other
documents referred to in the Disclosure Schedules are available to any Purchaser or its counsel upon written request of such documents.


 


The disclosure of any item or
information in the Disclosure Schedules do not constitute an admission, nor will it otherwise imply that any such item or information
is material or creates measures for materiality for the purposes of the Agreement. Where the representations and warranties in the Agreement
contain specific dollar thresholds, information listed in response thereto may include items and matters that are below such dollar thresholds.
Any disclosure made in one Schedule is deemed to be a disclosure in each other Schedule, whether or not specifically mentioned in such
other Schedule, to the extent that it is apparent from a plain reading of the disclosure that such disclosure is applicable to such other
Schedule.


 




    	 	67	 



     


    




 


PISHPOSH LLC


SECURITIES PURCHASE AGREEMENT


SCHEDULES


 


Schedule 2.2(a)(vi)


Lockup Agreement Providers


		1.	American European Insurance Company



		2.	Alpha Capital Anstalt



		3.	Bernard Warman



		4.	Four Kids Investment Fund, LLC



		5.	The Hewlett Fund, LP



		6.	Jacob Friedman



		7.	L1 Capital Global Opportunities Master Fund



		8.	Abraham Belsky



		9.	Bebe LLC



		10.	Menachem Goldshmid



		11.	Hoch Family Equities LLC



		12.	Rachel Chitrik-Purec



		13.	2004 Lean Stuart Irrevocable Trust



		14.	Morris Fuchs



		15.	Nechama Berliner



		16.	Nachum Stein



		17.	Silo Pharm (formerly Point Capital)



 


Schedule 2.6(b)(xiii)


CEO and CFO Appointments


TBD


 


Schedule 2.6(b)(xiv)


Directors Appointments


TBD


 


Schedule 2.6(b)(xvii)


Merger Exchange Ratio


One for one


 


Schedule 3.1(g)


Capitalization


 


Pish-Posh Baby, LLC, Membership Interest pre-merger


As of 11.30.21


 	Interest holder	 	% Interest
 Ownership
	 
	Dov Kurlander	 	 	58.00	%
	Alpha Capital Anstalt	 	 	13.72	%
	Birchtree Capital LLC	 	 	3.56	%
	Barry Honig	 	 	3.04	%
	RR Investment 2012 LP	 	 	3.00	%





 



    	 	68	 



     


    




 


	Melechdavid, Inc.	 	 	2.53	%
	GRQ Consultants, Inc., Defined Benefit Plan	 	 	2.50	%
	Curber International Ltd	 	 	2.00	%
	Point Capital, Inc.	 	 	1.92	%
	Asher J Berliner	 	 	1.67	%
	Bernard Warman	 	 	1.26	%
	Palladium Capital Advisers LLC	 	 	1.12	%
	Bebe LLC	 	 	1.03	%
	American European Insurance Company	 	 	0.83	%
	Nachum Stein	 	 	0.83	%
	2004 Leon Scharf Irrevocable Trust Corp.	 	 	0.67	%
	Morris Fuchs	 	 	0.67	%
	Hoch Family Equities LLC	 	 	0.50	%
	Jacob Friedman	 	 	0.50	%
	Abraham Belsky	 	 	0.33	%
	Rachel Chitrik Purec	 	 	0.33	%
	Total	 	 	100.00	%




 





Schedule 3.1(h)


Financial Statements


To be delivered before the second closing.


 


Schedule 3.1(o)


Intellectual Property Rights


To be delivered before the second closing.


 


Schedule 3.1(r)


Placement Agent Compensation


		-	The Company shall issue to Palladium the number of shares (or membership interests, as applicable) of the Company such that Palladium’s
total equity ownership in the Company on a fully diluted basis shall be 4% of the total Company.



		o	For the purposes of clarity: in the event that there are multiple Closings prior to the Exit, Palladium’s total Advisory Services
Fees shall equal, in aggregate, 4% of the total Company after all such Closings.



		-	The Company shall pay to Palladium a cash fee equal to 8% of the aggregate gross proceeds raised from
Investors in each Closing, payable at the Company’s sole discretion in the form of either (a) cash by wire transfer or (b) a note
issued by the Company convertible into Company common stock, which shall include customary terms the details of which shall be negotiated
in good faith between the Company and Palladium.



 


Schedule 4.5


Use of Proceeds


General capital


 


Schedule 5.2


Fees and Expenses


Law Office of Andrew Coldicutt - $6,500.00


Grushko & Mittman, P.C. - $100,000.00


 




    	 	69	 



     


    






 


Exhibit M


 


ACCREDITED INVESTOR QUESTIONNAIRE

IN CONNECTION WITH INVESTMENT IN CONVERTIBLE NOTE

PISH POSH BABY LLC,

A DELAWARE LIMITED LIABILITY COMPANY


PURSUANT TO SECURITIES PURCHASE AGREEMENT DATED NOVEMBER ____,
2021


 


	TO : 	Pish Posh Baby LLC
	 	1915 Swarthmore Ave
	 	Lakewood NJ 08701


 


INSTRUCTIONS


 


PLEASE ANSWER ALL QUESTIONS. If
the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to all questions.
Attach additional sheets if necessary to complete your answers to any item.


 


Your answers will be kept strictly
confidential at all times. However, Pish Posh Baby LLC (the “Company”) may present this Questionnaire to such parties as it
deems appropriate in order to assure itself that the offer and sale of securities of the Company will not result in a violation of the
registration provisions of the Securities Act of 1933, as amended, or a violation of the securities laws of any state.


 


	1. Please provide the following information:	 
	 	 
	Name:	 
	 	 
	Name of additional purchaser: 	 
	(Please complete information in Question 5)	 
	 	 
	Date of birth, or if other than an individual, year of organization or incorporation:	 
	 	 
	 	 
	2. Residence address, or if other than an individual, principal office address:	 
	 	 
	 	 
	 	 
	Telephone number:	 
	 	 
	Social Security Number:	 


 




    	 	70	 



     


    




 


	Taxpayer Identification Number:	 
	 	 
	3. Business address:	 
	 	 
	 	 
	 	 
	Business telephone number:	 


 


	4. Send mail to:	Residence        ____________________	Business _______________________ 


 


5.       With respect to tenants in common, joint tenants and tenants by the
entirety, complete only if information differs from that above:


 


	Residence address:	 
	 	 
	 	 
	Telephone number:	 
	 	 
	Social Security Number:	 
	 	 
	Taxpayer Identification Number:	 
	 	 
	Business address: 	 
	 	 
	 	 
	 	 
	Business telephone number:	 



 


	Send Mail to:	Residence _______________________	Business ________________________


 


6.         Please describe your present or most recent business
or occupation and indicate such information as the nature of your employment, how long you have been employed there, the principal business
of your employer, the principal activities under your management or supervision and the scope (e.g. dollar volume, industry rank, etc.)
of such activities:


 





 



 





 



 


 



 




    	 	71	 



     


    




 


7.        Please state whether you (i) are associated with or affiliated
with a member of the Financial Industry


Regulatory Association, Inc. (“FINRA”),
(ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market), or
(iii) have made a subordinated loan to any FINRA member:


 


	 	 	 	 	 
	 	Yes	 	No	 


 


If you answered yes to any of (i) - (iii) above, please indicate the applicable
answer and briefly describe the facts below:


 





 



 


 


 






 





 



 


8A.       Applicable to Individuals
ONLY. Please answer the following questions concerning your financial condition as an “accredited investor” (within the meaning
of Rule 501 of Regulation D). If the purchaser is more than one individual, each individual must initial an answer where the question
indicates a “yes” or “no” response and must answer any other question fully, indicating to which individual such
answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated for the couple as a whole:


 


8.1      Does your net worth* * (or joint net worth
with your spouse or spousal equivalent) exceed $1,000,000?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


8.2      Did you have an individual
income** in excess of $200,000 or joint income together with your spouse or spousal equivalent in excess of $300,000 in each of the two
most recent years and do you reasonably expect to reach the same income level in the current year?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


8.3    Are you an executive officer of the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


* For purposes hereof, net worth shall be deemed to include ALL of your
assets, liquid or illiquid MINUS any liabilities.


 


** For purposes hereof, the term “income”
is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain
items of income which are deducted in computing “adjusted gross income”. For investors who are salaried employees, the gross
salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus
any income from any other source including unearned income, is a fair measure of “income” for purposes hereof. For investors
who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant
expenses incurred in connection with earning such revenues.


 




    	 	72	 



     


    




 


8.B     Applicable to Corporations,
Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:


 


The purchaser is an accredited investor because the
purchaser falls within at least one of the following categories (Check all appropriate lines):


 


	 	—	(i) a bank
    as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
    of the Act whether acting in its individual or fiduciary capacity;
	 	 	 
	 	—	(ii) a broker-dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
	 	 	 
	 	—	(iii) an investment adviser
    registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;
	 	 	 
	 	—	(iv) an investment adviser
    relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940;
	 	 	 
	 	—	(v) an insurance company
    as defined in Section 2(13) of the Act;
	 	 	 
	 	—	(vi) an investment company
    registered under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business development company
    as defined in Section 2(a)(48) of the Investment Act;
	 	 	 
	 	—	(vii) a Small Business
    Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment
    Act of 1958, as amended;
	 	 	 
	 	—	(viii) a Rural Business
    Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
	 	 	 
	 	—	(ix) a plan established
    and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
    for the benefit of its employees, where such plan has total assets in excess of $5,000,000;
	 	 	 
	 	—	(x) an employee benefit
    plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”),
    where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank,
    savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets
    in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are accredited
    investors;
	 	 	 
	 	—	(xi) a private business
    development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;


 




    	 	73	 



     


    




 


	 	—	(xii) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
	 	 	 
	 	—	(xiii)  a director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
	 	 	 
	 	—	(xiv)  a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent exceeds $1,000,000;
	 	 	 
	 	—	(xv) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
	 	 	 
	 	—	(xvi) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;
	 	 	 
	 	—	(xvii) a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;
	 	 	 
	 	—	(xviii) a natural person who is a “knowledgeable employee” as defined in Rule 3c5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(41)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;
	 	 	 
	 	—	(xix) a “family office”, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17CFR 275.202(a)(11)(G)-1) (the “Family Office Rule”), with assets under management in excess of $5,000,000, that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
	 	 	 
	 	— 	(xx) a “family client” as defined in the Family Office Rule, of a family office that satisfies the above requirements and whose investments are directed by that family office;
	 	 	 
	 	—	(xxi) an individual that holds professional certification or designation or credentials in good standing from an accredited institution that the SEC has designated as sufficient to demonstrate his or her investment knowledge, which initially consists of Series 7, 65 or 82 exam, but may be expanded in the future to encompass other exams or certifications as sufficient by order if the designations satisfy specified criteria;


 




    	 	74	 



     


    




 


	 	—	(xxii) an entity not otherwise specified in the accredited investor definition and not formed for the specific purpose of acquiring the securities offered that owns more than $5,000,000 in “investments” as defined in Rule 2a51-1(b);
	 	 	 
	 	—	(xxiii) an investment adviser registered under the Investment Advisers Act of 1940, as amended or a person exempt from registration as a private fund adviser or a venture capital adviser;
	 	 	 
	 	—	(xxiv) an entity in which all of the equity investors are persons or entities described above (“accredited investors”). ALL EQUITY OWNERS MUST COMPLETE “EXHIBIT A” ATTACHED HERETO.


 


9.A         Do you have sufficient knowledge and experience
in financial and business matters so as to be capable of evaluating the merits and risks associated with investing in the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


ANSWER QUESTION 9B ONLY IF THE ANSWER TO QUESTION 9A WAS “NO.”


 


9.B If the answer to Question 9A was “NO,”
do you have a financial or investment adviser (a) that is acting in the capacity as a purchaser representative and (b) who has sufficient
knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing
in the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 

 


If you have a financial or investment adviser(s),
please identify each such person and indicate his or her business address and telephone number in the space below. (Each such person must
complete, and you must review and acknowledge, a separate Purchaser Representative Questionnaire which will be supplied at your request).


  


	 	 	 	 	 
	 	 	 	 	 
	 		 		 


 


10.       You have the right, will be
afforded an opportunity, and are encouraged to investigate the Company and review relevant factors and documents pertaining to the
officers of the Company, and the Company and its business and to ask questions of a qualified representative of the Company
regarding this investment and the properties, operations, and methods of doing business of the Company.


 




    	 	75	 



     


    




 


Have you or has your purchaser representative, if
any, conducted any such investigation, sought such documents or asked questions of a qualified representative of the Company regarding
this investment and the properties, operations, and methods of doing business of the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 

 


	If so, briefly describe:	 


 





 






 


If so, have you completed your investigation and/or received satisfactory
answers to your questions?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


 


11.         Do you understand the nature of an investment
in the Company and the risks associated with such an investment?


 





	 	 	 	 	 
	 	Yes	 	No	 





 


12.        Do you understand that
there is no guarantee of any financial return on this investment and that you will be exposed to the risk of losing your entire investment?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


 


13.        Do you understand that this investment is not
liquid?


 


 


	 	 	 	 	 
	 	Yes	 	No	 





 


14.        Do you have adequate means of providing for your
current needs and personal contingencies in view of the fact that this is not a liquid investment?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


 


15.        Are you aware of the Company’s business
affairs and financial condition, and have you acquired all such information about the Company as you deem necessary and appropriate to
enable you to reach an informed and knowledgeable decision to acquire the Interests?


 





	 	 	 	 	 
	 	Yes	 	No	 





 


16.        Do you have a “pre-existing relationship”
with the Company or any of the officers of the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 







    	 	76	 



     


    






 


(For purposes hereof, “pre-existing relationship”
means any relationship consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent
investor to be aware of the character, business acumen, and general business and financial circumstances of the person with whom such
relationship exists.)


 


If so, please name the individual or other person with whom you have a
pre-existing relationship and describe the relationship:


 





	 	 	 	 	 
	 	 	 	 	 
	 		 		 





 


17.         Exceptions to the representations
and warranties made in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none” - if left blank, the
response will be deemed to be “none”):                                                                   


 





 



 





Dated:                      ,
2021


 


If purchaser is one or more individuals (all individuals must sign):


 


(Type or print name of prospective purchaser)


 


Signature of prospective purchaser


 


Social Security Number


 


(Type or print name of additional purchaser)


 


Signature of spouse, joint tenant, tenant
in common or other signature, if required


 


Social Security Number


 




    	 	77	 



     


    




 


Annex A


 


Definition of Accredited Investor


 


The securities will only be sold
to investors who represent in writing in the Securities Purchase Agreement that they are accredited investors, as defined in Regulation
D, Rule 501 under the Act which definition is set forth below:


 


1.       A natural person
whose net worth, or joint net worth with spouse or spousal equivalent, at the time of purchase exceeds $1 million (excluding home); or


 


2.        A natural
person whose individual gross income exceeded $200,000 or whose joint income with that person’s spouse or spousal equivalent exceeded
$300,000 in each of the last two years, and who reasonably expects to exceed such income level in the current year; or


 


3.        A trust with
total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person as described in Section 230.506(b)(2)(ii); or


 


4.        A
director or executive officer of the Company; or


 


5.        The
investor is an entity, all of the owners of which are accredited investors; or


 


6.        (a) a bank
as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of
the Act whether acting in its individual or fiduciary capacity;


 


(b) any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;


 


(c) an investment adviser registered
pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;


 


(d) any investment adviser relying
on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940 or registered
pursuant to Section 203 of the Investment Advisers Act of 1940;


 


(e) an insurance company as defined in Section 2(13)
of the Act;


 


(f) an investment company registered
under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business development company as defined in
Section 2(a)(48) of the Investment Act;


 


(g) a Small Business Investment
Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as
amended;


 


(h) a Rural Business Investment
Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;


 


(i)       an
employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;


 




    	 	78	 



     


    




 


(j)       an
employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee
Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either
a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total
assets in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are accredited
investors;


 


(k)       a
private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;


 


(l)       an
organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or
a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;


 


(m)       any
natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational
institution that the Commission has designated as qualifying an individual for accredited investor status, which in determining whether
to designate a professional certification or designation or credential from an accredited educational institution for purposes of this
paragraph, the Commission will consider, among others, the following attributes:


 


(i),
the certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory
organization or other industry body or is issued by an accredited educational institution,


 


(ii)       the
examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication
in the areas of securities and investing,


 


(iii)       persons
obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial
and business matters to evaluate the merits and risks of a prospective investment, and


 


(iv)       an
indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory
organization or other industry body or is otherwise independently verifiable;


 


(n)       a
natural person who is a “knowledgeable employee” as defined in Rule 3c5(a)(4) under the Investment Company Act of 1940 (17
CFR 270.3c-5(a)(41)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined
in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;


 


(o)       any
“family office”, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17CFR 275.202(a)(11)(G)-1)
(the “Family Office Rule”), with assets under management in excess of $5,000,000, that is not formed for the specific purpose
of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in
financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;


 


(p)       any
“family client” as defined in the Family Office Rule, of a family office that satisfies the above requirements and whose
investments are directed by that family office;


 




    	 	79	 



     


    




 


(q)       an
entity not otherwise specified in the accredited investor definition and not formed for the specific purpose of acquiring the securities
offered that owns more than $5,000,000 in “investments” as defined in Rule 2a51-1(b); or


 


(r)       an
investment adviser registered under the Investment Advisers Act of 1940, as amended or a person exempt from registration as a private
fund adviser or a venture capital adviser.


 




    	 	80	 



     


    




 


EXHIBIT “A” TO ACCREDITED INVESTOR QUESTIONNAIRE


 


ACCREDITED CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY
COMPANIES, TRUSTS OR OTHER ENTITIES INITIALING QUESTION 8B(xi) MUST PROVIDE THE FOLLOWING INFORMATION.


 


I hereby certify that set forth
below is a complete list of all equity owners in                  
[NAME OF ENTITY], a                      [TYPE
OF ENTITY] formed pursuant to the laws of the State of . I also certify that EACH SUCH OWNER HAS INITIALED THE SPACE OPPOSITE HIS OR
HER NAME and that each such owner understands that by initialing that space he or she is representing that he or she is an accredited
individual investor satisfying the test for accredited individual investors indicated under “Type of Accredited Investor.”


 


	 	 
	 	signature of authorized corporate officer, general partner or trustee


 


	Name of Equity Owner	Type of Accredited Investor 1


 


	1.	 
	2.	 
	3.	 
	4.	 
	5.	 
	6.	 
	7.	 
	8.	 
	9.	 
	10.	 


 


 


 






		1	Indicate which Subparagraph of 8.1 - 8.3 the equity owner satisfies.








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