Exhibit 10.4


 


Employment
Agreement


 


This EMPLOYMENT AGREEMENT
(the "Agreement') is entered into as of November 23, 2021, by and between Pish Posh Baby LLC, a Delaware limited liability
company (the '‘Company”), and Chaim Birnbaum (“Executive”).


 


WHEREAS, the Company
recognizes that the Executive has had and is expected to continue to have a critical and essential role in guiding the Company
and in developing the Company’s business;


 


WHEREAS, the Executive
is expected to make major contributions to the stability, growth and financial strength of the Company;


 


WHEREAS, the Company
has determined that appropriate arrangements should be taken to encourage the continued attention and dedication of the Executive
to his assigned duties without distraction;


 


WHEREAS, in consideration
of the Executive’s employment with the Company, the Company desires to provide the Executive with certain compensation and
benefits as set forth in this Agreement;


 


WHEREAS, as of the
date of this Agreement, the Company wishes to continue Executive’s service as a Chief Operating Officer under the terms
of an employment agreement on the terms set forth herein, which shall supersede all previous agreements regarding Executive’s
employment by the Company; and


 


WHEREAS, the Executive
desires to be employed by the Company on the terms contained in this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


		1.	Position and Duties.



 


(a)       The
Executive shall serve as the Chief Operating Officer (“COO”) of the Company reporting to the Company’s manager
and upon any change of corporate form to a corporation to the Board of Directors (the “Board” Prior to any
change in corporate form, the manager of the Company shall be deemed the Board for the purposes of this Agreement). The Executive
shall primarily work out of the Company main office.


 


(b)       The
Company agrees to propose to the shareholders of the Company at each appropriate meeting of such shareholders during the Term
and any Renewal Term, the election and reelection of the Executive as a member of the Board. Provided the Executive is elected
by the shareholders to the Board, the Executive shall be appointed Chairman of the Board. In addition, without further compensation,
the Executive shall serve as a director or officer of one or more of the Company’s subsidiaries or affiliates if so elected
or appointed from time to time.


 




    	 		 



     


    

 


(c)       The
Executive shall have such duties, authority and responsibilities as are consistent with the role of COO and as may be set
forth in the governing documents of the Company. For purposes of the applicability of the Company compensation plans to the Executive,
Executive shall be considered an "employee.” Executive shall devote a substantial amount of his business time to the
performance of his duties hereunder, but such requirement shall not prevent Executive from (i) serving as a member of the board
of directors of unaffiliated companies, (ii) serving on civic, charitable, educational, religious, public interest or public service
boards, (iii) managing the Executive’s personal and family investments, and (iv) engaging in or having an ownership interest
in other businesses. In addition, the Executive has disclosed, in writing, to the Company his involvement in entities and investments
other than the Company (collectively, the “Outside Activities”). The Company shall permit the Executive to
continue to engage in the Outside Activities provided that the Executive agrees to disclose to the Board, in writing, any actual
or potential conflict of interest arising out of any such Outside Activity and no such Outside Activity materially interferes
with Executive’s ability to perform his responsibilities hereunder.


 


2.             Term.
This Agreement and Executive’s employment hereunder shallbe foran initial term of three (3) calendar years commencing
on the date hereof (the “Effective Date”) and ending on December 31, 2023 (the “Expiration Date”),
unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the “Term").
Thereafter, this Agreement be subject to renewal pursuant to the mutual agreement of the parties. In the event of renewal, the
last day of each Renewal Term shall be deemed the new Expiration Date.


 


		3.	Compensation and Related Matters.



 


(a)       Base
Salary. The Executive’s annual base salary shall be $200,000 for 2021, $225,000 for 2022, and $250,000 for 2023, less
applicable withholdings (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s
normal payroll procedures in effect from time to time. The Base Salary shall be prorated for partial years


 


(b)       Annual
Bonus. For each year, the Executive shall receive a cash bonus in the amount of to be determined by the Board based on the
Company’s performance.


 


(c)       Long
Term Incentive Plan. The Executive shall be entitled toparticipate in all bonus or other compensation programs adopted
by theCompanyand applicable generally to senior executives of the Company.


 


(d)      Equity
Incentive Plan. The Executive shall be awarded shares of common stock of the Company, subject to vesting conditions, as determined
by the Board. Additionally, the Executive shall be entitled to participate in any and all plans providing for awards of equity
or instruments convertible into equity adopted by the Company and applicable generally to other senior executives of the Company.


 


(e)       Business
Expenses. The Company shall promptly reimburse the Executive for all reasonable and necessary business-related expenses incurred
in connection with the performance of the Executive’s duties hereunder in accordance with the policies and procedures then
in effect and established by the Company for its senior executive officers, provided that the Executive furnishes the Company
with all supporting information and documentation relevant to such expenses as the Company may reasonably request.


 


(f)       Health
Insurance. Executive shall be entitled to participate in any Company health insurance plan on the same terms and conditions
as other Company senior executives are permitted to participate.


 


(g)      Life
Insurance. To the extent practicable, the Company shall, during the Term, pay the premiums of a life insurance policy, providing
coverage in the amount of $1,000,000, payable to a beneficiary chosen by Executive, which insures the life of Executive. Executive
shall provide all information and cooperation reasonably necessary to obtain such life insurance policy.


 




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(h)      Automobile
Allowance. During the Term, Executive shall receive a monthly automobile allowance in the amount of $700.00 per month for
automobile-related expenses.


 


(i)        Retirement
Plans. The Company shall make contribution to the Executive’s retirement plans (e.g. IRA or 401(k)) of up to $[RC] per
year.


 


(j)       Other
Benefits. The Executive shall be entitled to participate in all pension, savings and retirement plans, welfare and insurance
plans, practices, policies, programs and perquisites of employment applicable generally to other senior executives of the Company.


 


(k)       Withholding.
All amounts payable to the Executive under this Section 3 shall be subject to all required federal, state and local withholding,
payroll and insurance taxes and requirements.


 


		3.	Termination.



 


(a)       Death.
The Executive’s employment hereunder shall terminate upon his death.


 


(b)       Disability.
The Company may terminate the Executive’s employment if the Executive becomes subject to a Disability. For purposes of this
Agreement, “Disability” means the Executive is unable to perform the essential functions of his position as
CEO, with or without a reasonable accommodation, for a period of 120 consecutive days or 180 days during any rolling consecutive
12 month period.


 


(c)       Termination
by Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement,
“Cause” means the Executive’s: (i)willful
misconduct, gross negligence, fraud, embezzlement or other material dishonesty with respect to the affairs of the Company or any
of its affiliates; (ii) material failure to meet minimum performance expectations of the Board; (iii) conviction, plea of nolo
contendere, guilty plea, or confession to either a felony or any lesser crime relating to the affairs of the Company or any
of its affiliates or of which fraud, embezzlement, or moral turpitude is a material element; or (iv) a material breach of this
Agreement or a breach of a fiduciary duty owed to the Company, provided that any such breach, if curable, shall not constitute
Cause unless the Company has provided the Executive with (x) written notice of the acts or omissions giving rise to a termination
of his employment for Cause; (y) the opportunity to correct the act or omission within 30 days after receiving the Company’s
notice (the “Cure Period’"); and (z) an opportunity to be heard before the Board with the Executive’s
counsel present prior to the expiration of the Cure Period.


 


(d)       Termination
by the Company without Cause. The Company may not terminate the Executive’s employment during any Term or Renewal Term
without Cause.


 


(e)       Termination
by the Executive. The Executive may terminate his employment at any time for any reason other than a Good Reason, upon 30
days prior written notice.


 


(f)        Termination
by the Executive for Good Reason. The Executive may terminate his employment for Good Reason by providing written notice.
For purposes of this Agreement, “Good Reason” means: (i) a material reduction in the Executive’s Base
Salary; or (ii) the Company’s material breach of this Agreement; provided that Good Reason based on a material breach shall
exist only if within 90 days of the Company’s act or omission resulting in a material breach, the Executive notifies the
Company in a writing of the act or omission, the Company fails to correct the act or omission within 30 days after receiving the
Executive’s written notice and the Executive actually terminates his employment within the 30 days following the end of
such 30-day cure period.


 




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(g)      Expiration.
Executive’s employment shall terminate on the Expiration Date.


 


(h)      Termination
Date. The “Termination Date” means:(i) if the Executive’s employment is terminated by his death
under Section 4(a), the date of his death; (ii) if the Executive’s employment is terminated on account of his Disability
under Section 4(b), the date on which the Company provides the Executive a written termination notice; (iii) if the Company terminates
the Executive’s employment for Cause under Section 4(c). the date on which the Company provides the Executive a written
termination notice, unless the circumstances giving rise to the termination are subject to the Cure Period, in which case the
date on which the Company provides the Executive a written termination notice following the end of the Cure Period; (iv) if, despite
the restriction against doing so under Section 4(d), the Company terminates the Executive’s employment without Cause under
Section 4(d), 90 days after the date on which the Company provides the Executive a written termination notice; (v) if the Executive
resigns his employment without Good Reason under Section 4(e), 30 days after the date on which the Executive provides the Company
a written termination notice; (vii) if the Executive resigns his employment with Good Reason under Section 4(f), the date on which
the Executive provides the Company a timely written termination notice, except the Termination Date shall be the last day of the
relevant 30-day cure period, if applicable; and (viii) the Expiration Date if the Executive’s employment terminates under
Section 4(g).


 


		5.	Compensation upon Termination.



 


(a)       Termination
by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment with the Company is
terminated pursuant to Section 4(c) or 4(e), the Company shall pay or provide to the Executive the following amounts through the
applicable Termination Date: any earned but unpaid Base Salary, unpaid expense reimbursements, and any earned but unpaid Annual
Bonus (the “Accrued Obligations”) on or before the time required by law but in no event more than 30 days after
the Executive’s Termination Date.


 


(b)      Death.
If the Executive’s employment with the Company is terminated pursuant to Section 4(a), then the Executive (or his authorized
representative or estate) shall be entitled to the following:


 


(i)       the
Accrued Obligations earned through the applicable Termination Date (payable on or before the time required by law but in no event
more than 30 days after the applicable Termination Date);


 


(ii)       a
pro-rata portion of the Executive’s Annual Bonus, if any, for the fiscal year in which the Executive’s termination
occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator
of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator
of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company;


 


(iii)       vest
the Executive on the applicable Termination Date for any and all previously granted outstanding equity-incentive awards subject
to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable
Termination Date;


 




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(iv)       Subject
to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (‘‘COBRA’'), the Company
shall reimburse the Executive or his eligible dependents the monthly premium payable to continue his and his eligible dependents’
participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan)
which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided
that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event
that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall
immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement
of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education
Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”),
the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary
to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and


 


(v)       in
the case of a termination due to Disability, in addition to the aforementioned awards, continuation of the Base Salary in effect
on the Termination Date until the earlier of (A) the 12 month anniversary of the Termination Date, and (B) the date Executive
is eligible to commence receiving payments under the Company’s long-term disability policy. If the net compensation from
the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the 12 month anniversary
of the Termination Date will compensate the Executive’s estate the difference in net compensation.


 


(c)       Termination
by Disability; by the Company without Cause, by the Executive with Good Reason, or Expiration. If the Executive’s employment
is terminated by the Company in breach of Section 4(b). 4(d), 4(0, or 4(g) then the Executive shall be entitled to the following:


 


(i)       the
Accrued Obligations earned through the Termination Date (payable on or before the time required by law but in no event more than
30 days after the applicable Termination);


 


(ii)       severance
in a single lump sum installment in amount equal to the Base Salary at the rate in effect on the Termination Date (“Severance”).
The Severance is payable in twelve installment on the first of the month for each month following the Termination Date;


 


(iii)       the
Executive shall retain all the benefits in Sections 3(f), 3(g), 3(h), and 3(j), for one year after the Termination Date;


 


(iv)       full
vesting of the Executive in any and all outstanding previously granted equity-based incentive awards subject to time-based vesting
criteria; and


 


(v)       subject
to the Executive’s timely election of continuation coverage under COBRA, reimbursement by the Company of the monthly premium
payable to continue the Executive’s and his eligible dependents’ participation in the Company’s group health
plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s
eligible dependents) for a period of 18 months, provided that the Executive is eligible and remains eligible for COBRA
coverage; and provided, further, that in the event that the Executive obtains other employment that offers group
health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums
would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of
the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the
extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.


 




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		6.	Section 409A Compliance.



 


(a)       All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year
in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year
shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


(b)       To
the extent that any of the payments or benefits provided for in Section 5(b), (c)
or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the United States
Internal Revenue Code (the ‘‘Code”), the following interpretations apply to Section 5:


 


(i)        Any
termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute
a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-l (h) before distribution
of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute
a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-1 (h) (as the result of further
services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or
affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that
constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting
a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l (h). For purposes of clarification,
this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until
such time as a “separation from service” occurs.


 


(ii)       If
the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other
guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b),
(c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier
of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B)
the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code.
On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective,
and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified
deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d)
of this Agreement.


 


(iii)       It
is intended that each installment of the payments and benefits provided under Section 5(b), (c) or (d) of this Agreement shall
be treated as a separate “payment” for purposes of Section 409A of the Code.


 




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(iv)       Neither
the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except
to the extent specifically permitted or required by Section 409A of the Code.


 


		7.	Excess Parachute Payments.



 


(a)       To
the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any
of its affiliates, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms
of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based
awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999
of the Internal Revenue Code of 1986. as amended (the “Code”), then the Total Payments shall be reduced (but
not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount
which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, but only if the Total
Payments so reduced result in the Executive receiving a net after tax amount that exceeds the net after tax amount the Executive
would receive if the Total Payments were not reduced and were instead subject to the excise tax imposed on excess parachute payments
by Section 4999 of the Code. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction
in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A of the
Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments
by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced
first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating
any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments.
The preceding provisions of this Section 7(a) shall take precedence over the provisions of any other plan, arrangement or agreement
governing the Executive’s rights and entitlements to any benefits or compensation.


 


(b)       If
the Total Payments to the Executive are reduced in accordance with Section 7(a), as a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial reduction under Section 7(a), it is possible that Total Payments to the
Executive which will not have been made by the Company should have been made (“Underpayment”) or that Total
Payments to the Executive which were made should not have been made (“Overpayment”). If an Underpayment has
occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In
the event of an Overpayment, then the Executive shall promptly repay to the Company the amount of any such Overpayment together
with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of
the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same
is repaid to the Company


 


		8.	Confidentiality and Restrictive
                                         Covenants.



 


(a)       Covenant
Against Disclosure. All Confidential Information (defined below) relating to the Business of the Company and its affiliates
is, shall be and shall remain the sole property and confidential business information of them, free of any rights of the Executive.
The Executive shall not make any use of the Confidential Information except in the performance of his duties hereunder and shall
not disclose any Confidential Information or trade secret to third parties except as required by law, with the limited qualification
that in accordance with the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under
any Federal or State trade secret law for the disclosure of a trade secret that is made either: (1) in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or
investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if
such filing is made under seal, “Confidential Information” includes without limitation such documents as business
plans, source code, documentation, financial analysis, marketing plans, customer names, customer lists, customer data, contracts
and other business information, including the information of the Company and its affiliates, existing or prospective customers,
clients, investors or other third parties with whom the Company and its affiliates hereto have relationships or conduct business
that may be disclosed to the Executive as part of the Executive's employment. Notwithstanding anything else set forth herein,
nothing in this Agreement shall be construed to prohibit Executive from reporting, without first notifying the Company or otherwise,
possible violations of law or regulation to any governmental agency or entity.


 




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(b)      Return
of Company Documents. On the Termination Date or on any prior date upon the Company’s written demand, the Executive
will return all Confidential Information in his possession, directly or indirectly, that is in written or other tangible form
(together with all duplicates thereof).


 


(c)       Further
Covenant. During the Term and through the first anniversary of the Termination Date, the Executive shall not, directly or
indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed
by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the
Executive will use his best efforts to ensure that such business does not take any of the following actions:


 


(i)       persuade
or attempt to persuade any customer of the Company or its affiliates to cease doing business with the Company or its affiliates,
or to reduce the amount of business any customer does with the Company or its affiliates;


 


(ii)       solicit
for himself or any entity the business of a person or entity that was a customer of the Company or its affiliates within the 12
months prior to the termination of the Executive’s employment, in competition with the Company or its affiliates; or


 


(iii)       persuade
or attempt to persuade any employee of the Company or its affiliates to leave the employ of the Company or its affiliates, or
hire or engage, directly or indirectly, any individual who was an employee of the Company or its affiliates within 1 year prior
to the Executive’s Termination Date.


 


9.             No
Disparagement. During the Term and through the second anniversary of the Termination Date, the Executive will not make public
statements or communications that disparage the Company or any of its businesses, services, products, affiliates or current, former
or future directors and executive officers in their capacity as such. During the Term and through the second anniversary of the
Termination Date, the Company will instruct its directors and executives not to make public statements or communications that
disparage the Executive. The foregoing obligations shall not be violated by truthful statements to any governmental agency or
entity, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation,
depositions in connection with such proceedings).


 


		10.	Disputes.



 


(a)       Any
dispute or controversy arising out of or relating to this Agreement or your employment shall be brought solely in the state and
federal courts having jurisdiction over Ocean County, New Jersey.


 




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(b)       BOTH
THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL
OR STATE LAW.


 


(c)       In
the event of any contest or dispute relating to this Agreement or the termination of Executive’s employment hereunder, the
non-prevailing party in any such contest or dispute shall be liable for the attorneys' fees and costs of the prevailing party.


 


11.           Integration.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties concerning such subject matter.


 


12.           Successors.
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors,
administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination
of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue
such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate,
if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if
no such succession had taken place.


 


13.           Enforceability.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.


 


14.           Survival.
The provisions of this Agreement shall survive the termination of this Agreement or the termination of the Executive’s employment
to the extent necessary to effectuate the terms contained herein.


 


15.           Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any
party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


16.           Notices.
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return
receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of
the Company, at its main offices,


 


	If to Executive:	 	Charlie Birnbaum
	 	 	877-747-4767
	 	 	EmaiI: charlie@pishposhbaby.com
	 	 	 
	If to Company:	 	Pish Posh Baby LLC
	 	 	Attention: Dov Kurlander
	 	 	Email: dov@pishposhbaby.com


 




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17.           Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative
of the Company.


 


18.           Governing
Law. This is a New Jersey contract and shall be construed under and be governed in all respects by the laws of New Jersey
for contracts to be performed in that State and without giving effect to the conflict of laws principles of New Jersey or any
other State.


 


19.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to
be an original; but such counterparts shall together constitute one and the same document.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement effective on the date and year first above written.


 


	 	Pish Posh Baby LLC
	 	 
	 	By:	 
	 	Name:	Dov Kurlander
	 	Title:	CEO
	 	 	 
	 	Chaim Birnbaum
	 	 
	 	/s/ Chaim Birnbaum


 




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