Exhibit
4.5


 


PishPosh,
Inc.


 


OFFERING
OF A MINIMUM OF $500,000.04 (462,963 SHARES) AND UP TO


$1,000,000.08 (OR 925,926 SHARES) OF COMMON STOCK AT $1.08 PER SHARE


 


Investor
Package dated June [*], 2022


 


This
Investor Package (the “Investor Package”) contains the documents listed below in connection with an offering by PishPosh,
Inc., a Delaware corporation (“we” or the “Company”), of a minimum of $500,000.04 of shares of
common stock, par value $0.000001 per share, of the Company (the “Common Stock” or the “Shares”)
and up to $1,000,000.08 of Shares at $1.08 per Share (i.e., up to 925,926 Shares).


 


The
Shares will only be offered and sold to “accredited investors” (“Accredited Investors”), as that term
is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Offering have been determined by us
in consultation with Boustead Securities, LLC (the “Placement Agent”) and such price does not necessarily bear any
relation to the book value, earnings or other recognized criteria of value of the Company.


 


The
Offering will commence on the date of this Investor Package and continue until September 30, 2022, unless extended by the mutual agreement
of the Company and the Placement Agent.


 


The
Shares are being offered through the Placement Agent which will be paid a commission equal to 7% of gross amount actually received by
the Company in the Offering, a non-accountable expense allowance of 1% of the gross amount actually received by the Company in the Offering,
and which will be issued five year warrants (the “Placement Agent Warrants”) to acquire a number of shares of Common
Stock equal to 7% of the gross amount actually received by the Company divided by $1.08 (the price per share of Common
Stock paid by investors in the Offering), at an exercise price of $1.08, subject to cashless exercise.


 


Sub-agents
or syndicate member of the Placement Agent that introduce investors to the Offering, if any, may be entitled to share in the cash fees
and Placement Agent Warrants attributable to those investors as described above, pursuant to the terms of an executed sub-agent or selected
dealer agreement, if applicable.


 


This
Investor Package consists of (a) Exhibit A – the Subscription Agreement immediately following these cover pages to be executed
by the Company and each Investor for the Shares, and an Investor Representation and Suitability Questionnaire that is included in the
Subscription Agreement and is to be completed by each Investor to the Offering, (b) Exhibit B – Terms of the Offering, (c)
Exhibit C – Risk Factors to be considered by potential Investors to Shares, (d) Exhibit D – Investor Presentation
and (e) Exhibit E – the Business Overview.


 


THE
SECURITIES OFFERED HEREBY ARE EXTREMELY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK, AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS.”


 




    	 	 	 



     


    

 


SUBSCRIPTION
PROCEDURE:


 


To
subscribe to purchase the Shares, an investor must pay the applicable subscription price and email a duly executed Subscription Agreement
and a completed and duly executed Investor Representation and Suitability Questionnaire to offerings@boustead1828.com.


 


Alternatively,
investors may mail or deliver a duly executed Subscription Agreement and a completed and duly executed Investor Representation and Suitability
Questionnaire to:


 


Sutter
Securities Inc. 


6
Venture, Suite 395 


Irvine,
CA 92618 


For:
PishPosh, Inc.


 


The
subscription price may be paid by wire transfer as follows:


 


	Bank
    Name:	Banc
    of California
	Bank
    Address:	3
    MacArthur Place
	 	Santa
    Ana, CA 92707
	SWIFT
    Code:	BCLFUS66
	Routing
    #:	122243774
	 	 
	Account
    Name:	Sutter
    Securities Inc.
	Account
    #:	2030650369
	REF
    / Notes:	PishPosh,
    Inc. – [Investor Name]


  


Subscription
Agreement and Investor Representation and Suitability Questionnaire


 


Exhibit
A - Subscription Agreement (including Investor Representation and Suitability Questionnaire)





Exhibit
B - Term Sheet





Exhibit
C - Risk Factors





Exhibit
D - Investor Presentation





Exhibit
E - Business Overview


 




    	 	2	 



     


    




 


IMPORTANT
INVESTOR NOTICES


 


NO
OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THE SHARES EXCEPT FOR THIS INVESTOR PACKAGE AND
ANY EXHIBITS AND SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.


 


THIS
INVESTOR PACKAGE IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN
THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON WHO ACCEPTS
DELIVERY OF THIS INVESTOR PACKAGE, ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS.


 


THIS
INVESTOR PACKAGE DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY,
OR AN INVESTMENT IN THE OFFERING. THIS INVESTOR PACKAGE DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS
FOR AN OFFERING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). YOU MUST CONDUCT AND
RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING WHETHER
TO INVEST IN THE OFFERING.


 


THIS
INVESTOR PACKAGE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
IS UNLAWFUL OR NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS INVESTOR PACKAGE AGREES TO RETURN IT AND ALL RELATED DOCUMENTS
IF SUCH PERSON DOES NOT PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.


 





NEITHER
THE DELIVERY OF THIS INVESTOR PACKAGE AT ANY TIME NOR ANY SALE OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE INVESTOR (AND TO ITS REPRESENTATIVE, ACCOUNTANT
OR LEGAL COUNSEL, IF ANY), PRIOR TO ITS PURCHASE OF SECURITIES, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE
OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT
OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED
IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION OR
INFORMATION PROVIDED BY ANY BROKER OR THIRD PARTY MAY BE RELIED UPON.


 




    	 	3	 



     


    

 


NO
REPRESENTATIONS, WARRANTIES OR ASSURANCES OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, THAT
MAY ACCRUE TO AN INVESTOR IN THE COMPANY. THIS INVESTOR PACKAGE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY’S PERFORMANCE,
STRATEGY, PLANS, OBJECTIVES, EXPECTATIONS, BELIEFS AND INTENTIONS. THE OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS
IS SUBJECT TO SUBSTANTIAL RISKS, AND ACTUAL RESULTS COULD DIFFER MATERIALLY.


 


THE
OFFERING PRICE OF THE SECURITIES HAS BEEN DETERMINED ARBITRARILY. THE PRICE OF THE SECURITIES DOES NOT NECESSARILY BEAR ANY RELATIONSHIP
TO THE ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY, OR TO POTENTIAL ASSETS, EARNINGS, OR BOOK VALUE OF THE COMPANY. THE PRICE OF COMMON
STOCK TRADED ON ANY EXCHANGE MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF COMMON STOCK FOR PUBLIC SALE AND ALSO WILL NOT
NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS OF THE COMPANY OR APPLICABLE QUOTED OR TRADING
PRICES THAT MAY EXIST FOLLOWING REGISTRATION OR THE LAPSE OF RESTRICTIONS ON THE SECURITIES SOLD PURSUANT TO THE OFFERING OR OTHER RESTRICTIONS.
SUCH PRICES SHOULD NOT BE CONSIDERED ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES THAT MAY SUBSEQUENTLY EXIST FOLLOWING THE
OFFERING.


 


THE
COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON. THE COMPANY IS NOT OBLIGATED
TO NOTIFY RECIPIENTS OF THIS INVESTOR PACKAGE WHETHER ALL OF THE SECURITIES OFFERED HEREBY HAVE BEEN SOLD.


 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS INVESTOR
PACKAGE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


PROSPECTIVE
INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS INVESTOR PACKAGE AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD
CONTACT HIS, HER OR ITS OWN ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER
DEPENDING ON AN INVESTOR’S PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS INVESTOR PACKAGE BE DEEMED OR CONSIDERED TO
BE TAX ADVICE PROVIDED BY THE COMPANY.


 




    	 	4	 



     


    

 


THIS
INVESTOR PACKAGE WAS PREPARED BY REPRESENTATIVES OF THE COMPANY. THE PLACEMENT AGENT AND ITS OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS,
MANAGERS, MEMBERS AND EMPLOYEES, ACTING AS PLACEMENT AGENT, EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING INVOLVEMENT IN
OR RESPONSIBILITY FOR ANY INFORMATION OR FORWARD-LOOKING STATEMENTS CONTAINED IN THIS MEMORANDUM. BOUSTEAD IS ACTING AS PLACEMENT AGENT
FOR THE COMPANY, AND, IN THAT CAPACITY, IS NOT ACTING AS INVESTMENT ADVISOR TO PROSPECTIVE INVESTORS IN CONNECTION WITH THE SECURITIES
BEING OFFERED IN THIS MEMORANDUM. PROSPECTIVE INVESTORS MUST MAKE THEIR OWN INVESTMENT DECISIONS. IN MAKING THOSE DECISIONS, PROSPECTIVE
INVESTORS SHOULD BE AWARE THAT PLACEMENT AGENT WILL RECEIVE A PLACEMENT FEE AND OTHER COMPENSATION AS DESCRIBED ELSEWHERE IN THIS INVESTOR
PACKAGE.


 


CONFIDENTIALITY


 


By
accepting delivery of this Investor Package, you acknowledge and agree that all of the information contained herein is of a confidential
nature and that this Investor Package have been furnished to you for the sole purpose of enabling you to consider and evaluate an investment
in the Shares. You agree that you will treat such information in a confidential manner, will not use such information for any purpose
other than evaluating an investment in the Shares, and will not, directly or indirectly, disclose or permit your agents, representatives
or affiliates to disclose any of such information without the prior written consent of the Company.


 


You
also agree to make your agents, affiliates and representatives aware of the confidential nature of the information contained herein and
the terms of this paragraph including your agreement to not disclose such information and to be responsible for any disclosure or other
improper use of such information by such agents, affiliates or representatives. Likewise, without the prior written consent of the Company,
you agree that you will not, directly or indirectly, make any statements, public announcements, or other release or provision of information
in any form to any trade publication, to the press or to any other person or entity whose primary business is or includes the publication
or dissemination of information related to the subject matter of this Investor Package. If you decide not to pursue further investigation
or evaluation of the Company or to not participate in the Offering, you agree to promptly return this Investor Package and any accompanying
documentation (and all copies thereof) to the registered FINRA member offering the Shares.


 




    	 	5	 



     


    

 


Regulation
D Rule 506(b) Disclosure


 


Recent
changes to Rule 506(b) of Regulation D promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration
of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20%
or more of the voting power of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any
capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with such sale of the issuer’s interests, any general partner or managing
member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the Offering
of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject
to certain Disqualifying Events described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited
exceptions. We are required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject
to such Disqualifying Events and are required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors
in the Company. We believe that we have exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing
persons and are aware of the existence of no Disqualifying Events.


 


It
is possible that (a) additional Disqualifying Events may exist of which we are not aware and (b) the SEC, a court or other finder
of fact may determine that the steps that we have taken to conduct its inquiry were inadequate and did not constitute reasonable care.
If such a finding were made, we may lose our ability rely upon Rule 506(b) of Regulation D promulgated under the Securities Act for the
placement of the Shares and, depending on the circumstances, may be required to register the offering of the Shares with the SEC and
under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.


 




    	 	6	 



     


    

 


Exhibit
A


 


THE
SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES
ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


SUBSCRIPTION
AGREEMENT


 


PishPosh,
Inc.


1915
Swartmore Avenue


Lakewood,
New Jersey 08701


 


Ladies
and Gentlemen:


 


Subscription.
I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase the Securities
(as defined below) of PishPosh, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase
Price”) set forth on the signature page to this Subscription Agreement (this “Agreement”) and
on the terms and conditions described in this Agreement, which is Exhibit A to the investor subscription package (together with
all exhibits, the “Subscription Package”) and in Exhibits B, C, D and E to the Subscription
Package. Terms not defined herein in this Agreement are defined elsewhere in the Subscription Package. The Company is seeking to raise
a minimum of $500,000.04 (the “Minimum Offering Amount”) and maximum of $1,000,000.08 (the “Maximum
Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to
participate in this Offering is $50,000. All references to $ means United States dollars.


 


	 	1.	Description
    of Securities; Description of Company and Risk Factors; Lock-Up. 


 


a.           Description of Securities. The Company is offering (the “Offering”) to the Investor common stock, par
value $0.000001 per share, of the Company (“Shares” or “Securities”) at a purchase
price of $1.08 per share. For a more detailed description of the Securities see the Term Sheet attached as Exhibit B to the Subscription
Package.


 


b.           Risks Related to the Investment in the Securities. Investing in the Securities involves a high degree of risk. Before investing,
Investors should carefully consider the description of our business and the risks related to our business, as set forth in Exhibit
C the investor deck set forth in Exhibit D, and the business overview set forth in Exhibit E, together with the other
information contained in the Subscription Package.


 


c.           Lock-Up. In connection with this Offering, the Investor agrees to the following lock-up agreement with respect to the purchased
Shares:


 


	 	i.	From
    and after the date hereof and until the 180th day after the date the Company’s common stock is first listed for
    trading on a national securities exchange (such first trading day, the “Lock-Up Trigger Date”), the Investor
    agrees not to sell, transfer or otherwise dispose of the Shares.
	 	 	 
	 	ii.	Between
    the 181st and 270th day after the Lock-Up Trigger Date, the Investor agrees not to sell, transfer or otherwise
    dispose of more than one-third of the Shares purchased pursuant to the Agreement, subject to a maximum sale on any trading day of
    3% of the daily volume.


 




    	 	7	 



     


    

 


	 	iii.	Between
    the 271st and 365th day after the Lock-Up Trigger Date, the Investor agrees not to sell, transfer or otherwise
    dispose of more than one-third of the Shares purchased pursuant to the Agreement, subject to a maximum sale on any trading day of
    3% of the daily volume.
	 	 	 
	 	iv.	After
    the 365th day after the Lock-Up Trigger Date, the Investor will be entitled to sell the remaining Shares purchased hereunder
    without contractual restriction, but subject to any restrictions arising under applicable law, including the Securities Act of 1933,
    as amended.
	 	 	 
	 	 	Notwithstanding
    the above, commencing 90 days after the Lock-Up Trigger Date, if the price per share of the Company’s common stock is at least
    50% higher than the IPO Price (as defined below) per share and trades at least 100,000 shares daily, both for ten (10) consecutive
    trading days, the Investor may sell one-third of its shares subject to a maximum sale on any trading day of 3% of the daily volume;
    and if the Company’s common share price is at least 100% higher than the IPO Price per share and trades at least 100,000 shares
    daily, both for ten (10) consecutive trading days, the Investor may sell up to an additional one-third of its shares subject to a
    maximum sale on any trading day of 3% of the daily volume; and if the Company common share price is at least 150% higher than the
    IPO Price per share and trades at least 100,000 shares daily, both for ten (10) consecutive trading days, the Investor may sell an
    additional one-third constituting a maximum total of all of its shares subject to a maximum sale on any trading day of 3% of the
    daily volume. For purpose of this term, the “IPO Price” shall mean the price the Company’s common
    shares are first sold to the public pursuant to an underwritten registered offering resulting in a listing of its common shares on
    the NASDAQ Stock Market or another national securities exchange (the “IPO”).


 


	 	2.	Purchase.


 


	 	a.	I
    hereby agree to tender to Sutter Securities Inc. (the “Escrow Agent”), by check or wire transfer
    of immediately available funds (to a bank account and related wire instructions to be provided to me on my request) made payable
    to “PishPosh, Inc.” for such number of Shares indicated on the signature page hereto, an executed copy of this
    Agreement and an executed copy of my Investor Representation and Suitability Questionnaire included within this Agreement. Funds
    will be held in escrow, as set forth in more detail below (the “Escrow Account”), pending the Initial Closing.
	 	 	 
	 	b.	This
    Offering will continue until the earlier of (a) the sale of 925,926 Shares for $1,000,000.08 of gross proceeds being the Maximum
    Offering Amount, or (b) September 30, 2022 (the “Termination Date”). Upon the earlier of a Closing (defined
    below) on my subscription or completion of the Offering, the Investor will be notified promptly by the Company as to whether the
    Investor’s subscription has been accepted by the Company.
	 	 	 
	 	c.	Notwithstanding
    anything to the contrary herein, affiliates of the Company and the Placement Agent (as defined below) may purchase securities in
    this Offering and the amount that such affiliates invest will be counted toward achieving the Minimum Offering Amount condition set
    forth in Section 4 below. Furthermore, affiliates of the Company or the Placement Agent purchasing Securities in this offering may
    pay for Securities they purchase by converting or forgiving at the Purchase Price existing indebtedness of the Company owed to such
    affiliates, and such purchase(s) of Securities would also be credited towards satisfying the Minimum Offering Amount condition set
    forth in Section 4 below. 


 




    	 	8	 



     


    

 


	 	3.	Acceptance
    or Rejection of Subscription.


 


	 	a.	I
    understand and agree that the Company reserves the right to reject this subscription for the Securities, in whole or in part, for
    any reason and at any time prior to the Closing (defined below) of my subscription.
	 	 	 
	 	b.	In
    the event the Company rejects this subscription, my subscription payment will be promptly returned to me without interest or deduction
    and this Agreement shall be of no force or effect. In the event my subscription is accepted and the Offering is completed, the subscription
    funds submitted by me shall be released to the Company.


 


4.           Closing. The closing (“Closing”) of this Offering may occur at any time and from time to time on
or before the Termination Date. The Company must achieve the $500,000.04 Minimum Offering Amount prior to conducting an initial Closing
(the “Initial Closing”). Upon receipt of the Minimum Offering Amount, an Initial Closing will be held, and
all funds will be released from the Escrow Account and paid to the Company, less professional fees and compensation paid to the Placement
Agent and syndicate members. Thereafter, additional Closings will be held as funds are received up to the earlier to occur of receipt
of the $1,000,000.08 Maximum Offering Amount or the Termination Date. Pending receipt of the Minimum Offering Amount, all subscriptions
will be placed in escrow with the Escrow Agent. If, for any reason, the Minimum Offering Amount of subscriptions are not received by
the Termination Date, all escrowed funds will be returned to subscribers promptly, without interest or deduction. The Securities subscribed
for herein shall not be deemed issued to or owned by me until one copy of this Agreement has been executed by me and countersigned by
the Company and the Closing with respect to such Securities has occurred.


 


5.           Disclosure. Because this offering is limited to accredited investors as defined in Section 2(a)(15) of the Securities Act,
and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act and applicable
state securities laws, the Securities are being sold without registration under the Securities Act. I acknowledge receipt of the Subscription
Package and represent that I have carefully reviewed and understand the Subscription Package, including all exhibits attached thereto.
I have received all information and materials regarding the Company that I have requested. I fully understand that the Company has a
limited financial and operating history and that the Securities are speculative investments which involve a high degree of risk, including
the potential loss of my entire investment. I fully understand the nature of the risks involved in purchasing the Securities, and I am
qualified to make such investment based on my knowledge of and experience in investing in securities of this type. I have carefully considered
the potential risks relating to the Company and purchase of its Securities and have, in particular, reviewed each of the risks set forth
in the Subscription Package. Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives
of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company,
and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information
furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Securities.


 




    	 	9	 



     


    

 


6.           Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:


 


	 	a.	I
    am aware that my investment involves a high degree of risk as disclosed herein and in the Subscription Package and have read carefully
    the Subscription Package, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions
    of herein and in the Subscription Package.
	 	 	 
	 	b.	I
    acknowledge and am aware that there is no assurance as to the future performance of the Company.
	 	 	 
	 	c.	I
    acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company
    has advised me to seek the advice of experts in such areas prior to making this investment.
	 	 	 
	 	d.	I
    am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with
    the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing
    securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other
    reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore,
    cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and
    under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company
    to place a restrictive legend on the Securities that are issued to me.
	 	 	 
	 	e.	I
    recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic
    losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable
    for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial
    needs and contingencies and have no need for liquidity with respect to my investment in the Company.
	 	 	 
	 	f.	I
    have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for
    the purpose of obtaining information in addition to, or verifying information included in, the Subscription Package, and I have either
    met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving
    answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations
    of the Company and to obtain any additional information, to the extent reasonably available.
	 	 	 
	 	g.	I
    have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
    in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of
    an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the
    Securities Act in connection with evaluating such merits and risks.
	 	 	 
	 	h.	I
    have relied solely upon my own investigation in making a decision to invest in the Company. 


 




    	 	10	 



     


    

 


	 	i.	I
    have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of
    my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its
    business other than as set forth in the Subscription Package. I am not participating in the offering as a result of or subsequent
    to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast
    over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general
    advertising.
	 	 	 
	 	j.	I
    have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining
    to my investment, and all such questions have been answered to my full satisfaction.
	 	 	 
	 	k.	I
    have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information
    to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
	 	 	 
	 	l.	I
    am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder
    and have attached the completed Investor Representation and Suitability Questionnaire that is included in this Agreement to indicate
    my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite
    period of time, and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded
    companies, including early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of
    unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
	 	 	 
	 	m.	I
    understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in
    reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended
    or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3)
    the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements
    of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
	 	 	 
	 	n.	I
    understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities
    laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an
    exemption from such registration is available.
	 	 	 
	 	o.	I
    have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in
    the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
	 	 	 
	 	p.	If
    the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt
    entity, it is authorized and qualified to become an Investor in the Company and the person signing this Agreement on behalf of such
    entity has been duly authorized by such entity to do so.


 




    	 	11	 



     


    

 


	 	q.	The
    information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished
    to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Agreement,
    and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised
    or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided
    under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith
    shall survive my death or disability.


 


7.           Placement Agent. The Company has engaged Boustead Securities LLC, a broker-dealer licensed with FINRA (the “Placement
Agent”), as placement agent for the Offering on a reasonable best efforts basis. The Company anticipates that the Placement
Agent and its sub-agents or syndicate members, if any, will be paid at each Closing from the proceeds in the Escrow Account, fees including
and not to exceed: a cash commission of seven percent (7%) of the gross Purchase Price paid by subscribers in the Offering; and a non-accountable
expense allowance of one percent (1%) of the gross Purchase Price paid by subscribers in the Offering. In addition, at each closing,
the Placement Agent and selling syndicate will receive a five-year warrant to purchase a number of Securities sold in the Offering in
an amount not to exceed seven percent (7%) of the Securities sold at each closing, exercisable on a cashless basis, with an exercise
price of USD$1.08 per Security, subject to adjustment. Any sub-agent or syndicate member of the Placement Agent that introduces investors
to the Offering will be entitled to share in the cash fees attributable to those investors as described above, pursuant to the terms
of an executed sub-agent or selected dealer agreement. The Company will also pay certain expenses of the Placement Agent.


 


8.           Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor, as of the date hereof
and on each Closing Date, the following:


 


	 	a.	Organization
    and Qualification. The Company and each of its subsidiaries is a corporation or other business entity duly organized, validly
    existing and in good standing under the laws of the jurisdiction of its formation and has the requisite corporate power to own its
    properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign
    corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes
    such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material
    adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and its subsidiaries
    taken as a whole (a “Material Adverse Effect”).
	 	 	 
	 	b.	Authorization,
    Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter
    into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or
    thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby
    (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the
    execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated
    hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution
    of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization
    is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors
    or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction
    Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations
    of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general
    principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or
    affecting generally, the enforcement of creditors’ rights and remedies. 


 




    	 	12	 



     


    

 


	 	c.	Capitalization.
    The authorized capital stock of the Company consists of 110,000,000 shares of capital stock, consisting of 100,000,000 shares of
    Common Stock, and 10,000,000 shares of preferred stock, par value of $0.000001 per share. Immediately prior to the Initial Closing,
    the Company will have 9,245,203 shares of Common Stock outstanding on a “fully diluted” basis, and no shares of preferred
    stock issued and outstanding. All of the outstanding shares of common stock of the Company and of any of its subsidiaries have been
    or will be, as of the Initial Closing, duly authorized, validly issued and are fully paid and nonassessable. No shares of capital
    stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or
    encumbrances suffered or permitted by the Company; (ii) there will be no agreements or arrangements under which the Company or any
    of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, and (iii) there are no
    securities or instruments of the Company or any of its subsidiaries containing anti-dilution or similar provisions, including the
    right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Securities
    as described in this Agreement. Upon request, the Company will make available to the Investor true and correct copies of the Company’s
    Certificate of Incorporation, and as in effect on the date hereof (the “Certificate of Incorporation”),
    and the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities
    exercisable for common stock and the material rights of the holders thereof in respect thereto other than stock options issued to
    officers, directors, employees and consultants.
	 	 	 
	 	d.	Subsidiaries.
    The Company has no subsidiaries. 
	 	 	 
	 	e.	Issuance
    of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued,
    fully paid and nonassessable, and are free and clear of all taxes, liens and charges with respect to the issue thereof. 


 




    	 	13	 



     


    

 


	 	f.	No
    Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
    by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation
    or the Bylaws (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or
    result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become
    a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
    or instrument to which the Company or any subsidiary is a party, except for those which would not reasonably be expected to have
    a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S.
    federal and state securities laws and regulations) applicable to the Company or any subsidiary or by which any property or asset
    of the Company or any subsidiary is bound or affected except for those which could not reasonably be expected to have a Material
    Adverse Effect. Except those which could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any
    subsidiary is in violation of any term of or in default under its constitutive documents. Except those which could not reasonably
    be expected to have a Material Adverse Effect, neither the Company nor any subsidiary is in violation of any term of or in default
    under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute,
    rule or regulation applicable to the Company or any subsidiary. The business of the Company and its subsidiaries is not being conducted,
    and shall not be conducted in violation of any law, ordinance, or regulation of any governmental entity, except for any violation
    which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as specifically
    contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, neither the Company
    nor any of its subsidiaries is 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 or contemplated by this
    Agreement or the other Transaction Documents in accordance with the terms hereof or thereof. Neither the execution and delivery by
    the Company of the Transaction Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby,
    will require any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary is a party or
    by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notice, consent or waiver
    the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and would
    not adversely affect the consummation of the transactions contemplated hereby or thereby. All consents, authorizations, orders, filings
    and registrations which the Company or any of its subsidiaries is required to obtain pursuant to the preceding two sentences have
    been or will be obtained or effected on or prior to the Closing. 
	 	 	 
	 	g.	Absence
    of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding (including any partial proceeding such
    as a deposition) or investigation before or by any court, public board, governmental or administrative agency, self-regulatory organization,
    arbitrator, regulatory authority, stock market, stock exchange or trading facility (an “Action”) now pending
    or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, wherein an unfavorable
    decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company
    to perform its obligations under this Agreement or any of the other Transaction Documents, or (ii) have a Material Adverse Effect.
	 	 	 
	 	h.	Acknowledgment
    Regarding Investor’s Purchase of the Securities. The Company acknowledges and agrees that each Investor is acting solely
    in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
    and thereby. The Company further acknowledges that each Investor 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 hereby and thereby and any
    advice given by such Investor or any of their respective representatives or agents in connection with the Transaction Documents and
    the transactions contemplated hereby and thereby is merely incidental to such Investor’s purchase of the Securities. 


 




    	 	14	 



     


    

 


	 	i.	No
    General Solicitation. Neither the Company, nor any of its “affiliates” (as used herein, “affiliate” shall
    have the meaning defined in Rule 144 promulgated under the Securities Act), nor, to the knowledge of the Company, any person acting
    on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
    D) in connection with the offer or sale of the Securities.
	 	 	 
	 	j.	No
    Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge of the Company, any person acting on
    its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
    under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities
    to be integrated with prior offerings by the Company for purposes of the Securities Act.
	 	 	 
	 	k.	Employee
    Relations. The Company is not involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened.
    The Company is not party to any collective bargaining agreement. The Company’s employees are not members of any union, and
    the Company believes that its relationship with their respective employees is good.
	 	 	 
	 	l.	Permits.
    The Company has all authorizations, approvals, clearances, licenses, permits, certificates or exemptions issued by any regulatory
    authority or governmental agency (collectively, “Permits”) required to conduct their respective businesses as currently
    conducted except to the extent that the failure to have such Permits would not have a Material Adverse Effect. The Company or its
    subsidiaries have fulfilled and performed in all material respects their obligations under each Permit, and, as of the date hereof,
    to the knowledge of the Company, no event has occurred or condition or state of facts exists which would constitute a breach or default
    or would cause revocation or termination of any such Permit except to the extent that such breach, default, revocation or termination
    would not have a Material Adverse Effect. 
	 	 	 
	 	m.	Title.
    The Company has good and marketable title to all of its real and personal property and assets, free and clear of any material restriction,
    mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Material Adverse
    Effect. With respect to properties and assets it leases, the Company is in material compliance with such leases and holds a valid
    leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.
	 	 	 
	 	n.	Rights
    of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or
    otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers,
    agents or other third parties.
	 	 	 
	 	o.	Reliance.
    The Company acknowledges that the Investor is relying on the representations and warranties made by the Company hereunder and that
    such representations and warranties are a material inducement to the Investor purchasing the Securities. The Company further acknowledges
    that without such representations and warranties of the Company made hereunder, the Investors would not enter into this Agreement.
	 	 	 
	 	p.	Brokers’
    Fees. The Company does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with
    respect to the transactions contemplated by this Agreement, except for the payment of fees to the Placement Agent as described above.


 




    	 	15	 



     


    

 


	 	q.	Off-Balance
    Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any subsidiary and an
    unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Financial Statements and
    is not so disclosed or that otherwise would have a Material Adverse Effect.
	 	 	 
	 	r.	Investment
    Company. The Company is not required to be registered as, and is not an affiliate of, and immediately following the Closing will
    not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as
    amended.
	 	 	 
	 	s.	Patents
    and Trademarks. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications,
    service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with
    its business as described in Exhibit E hereto and which the failure to so have could have a Material Adverse Effect (collectively,
    the “Intellectual Property Rights”). The Company has not received a written notice that the Intellectual
    Property Rights used by the Company violates or infringes upon the rights of any Person. To the knowledge of the Company, all such
    Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property
    Rights.


 


9.           Indemnification. I hereby agree to indemnify and hold harmless the Company and its officers, directors, shareholders, employees,
agents, advisors and counsel, and Boustead Securities, LLC and its officers, directors, shareholders, employees, agents, advisors and
counsel, against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses, including
reasonable attorneys’ fees) incurred by each such person in connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities
Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained in this Agreement
or my Investor Representation and Suitability Questionnaire, or (b) arise out of or are based upon any breach by me of any representation,
warranty, or agreement made by me contained herein or therein.


 


10.          Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall
nevertheless be binding with the same effect as though the void parts were deleted.


 


11.          Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware as applied to contracts
entered into and to be performed entirely within the State of Delaware. Any action arising out of this Agreement shall be brought exclusively
in any state court or the United States District Court located in the State of Delaware, and the parties hereby irrevocably waive any
objections they may have to such venue.


 


12.          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


13.          Benefit; Intended Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit of the parties hereto.
The Placement Agent is an intended third party beneficiary of this Agreement, including the representations and warranties made by both
the Company and the Investor herein and the indemnification provided by the Investor herein and may directly enforce this Agreement and
its rights hereunder.


 




    	 	16	 



     


    

 


14.          Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar courier delivery, as
follows:


 


	Investor:	At
    the address designated on the signature page of this Agreement.
	 	 
	The
    Company:	PishPosh,
    Inc.
	 	1915
    Swartmore Avenue
	 	Lakewood,
    New Jersey 08701


 


or
to such other address as any of them, by notice to the others may designate from time to time. The transmission confirmation receipt
from the sender’s facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted to, or
from, as the case may be, the delivery in person or by mailing.


 


15.          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Agreement
may not be changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the party or parties
against which enforcement or the change, waiver, discharge or termination is sought.


 


16.          Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Agreement.


 


17.          Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall
survive the delivery of, and the payment for, the Securities.


 


18.          Acceptance of Subscription. The Company may accept this Agreement at any time for all or any portion of the Securities subscribed
for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.


 


RESIDENTS
OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE SUBSCRIPTION
PACKAGE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 




    	 	17	 



     


    

 


FOR
FLORIDA RESIDENTS: THE SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF
THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT
TO SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS (EXCLUDING
ACCREDITED INVESTORS) IN THE STATE OF FLORIDA, ANY SALE IN THE STATE OF FLORIDA MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE
BY THE PURCHASER IN SUCH SALE (WITHOUT INCURRING ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3)
DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID HIS OR HER
PURCHASE, THE PURCHASER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM
SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER
MAKE THIS REQUEST ORALLY, THAT PURCHASER MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED
WITHIN THE TIME LIMIT SPECIFIED HEREIN, THE FOREGOING RIGHT TO VOID THE PURCHASE SHALL BE NULL AND VOID.


 




    	 	18	 



     


    

 


THE
AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS:


 


_______________
Shares at a per Share Purchase Price of $1.08 per share


 


Manner
in Which Title is to be Held. (check one)


 


	—
      Individual Ownership	—
      Community Property
	—
      Joint Tenant with Right of Survivorship (both parties must sign)
	—
      Partnership	—
      Tenants in common
	—
      Corporation Trust	—
      IRA or Keogh
	—
      Other (please indicate)	 


 


	INDIVIDUAL
    INVESTORS	 	ENTITY
    INVESTORS
	 	 	Name
    of entity, if any:
	 	 	 
	 	 	 
	Signature
    (Individual)	 	By:	           
	 	 	*Signature
	 	 	Its:	 
	Signature (Joint)


(all record holders must sign)
	 	 	 
	
	 	 	 
	 	 	 
	Name(s)
    Typed or Printed	 	Name
    Typed or Printed
	 	 	 
	Address
                                            to Which Correspondence

    Should
    be Directed
	 	Address
                                            to Which Correspondence

    Should
    be Directed

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	City,
    State and Zip Code	 	City,
    State and Zip Code
	 	 	 
	 	 	 
	Tax
                                            Identification or

    Social
    Security Number

    
	 	 Tax
                                            Identification or

    Social
    Security Number

	 	 	 
	 	 	 
	Email
    Address	 	Email
    Address


 


*
If Securities are being subscribed for by any entity, the Certificate of Signatory on the next page must also be completed


 




    	 	19	 



     


    

 


SIGNATURE
PAGE FOLLOWS


 


The
foregoing subscription is accepted and the Company hereby agrees to be bound by its terms on _____ day of ___________________, 2022.


 


	 	 	PishPosh,
    Inc.
	 	 	 	 
	Dated:
    _____________ ___, 2022	 	By:	    
	 	 	Name:	Jesse
    Sutton
	 	 	Its:	CEO


 




    	 	20	 



     


    

 


CERTIFICATE
OF SIGNATORY


 


(To
be completed if Securities are being subscribed for by an entity)


 


I,
____________________________, the __________________________________


               (name
of signatory)                                      (title)



 


of
________________________________________ (“Entity”), a ________________________


                  (name
of entity)                                                               (type
of entity)



 


Organized
under the laws of ______________, hereby certify that I am empowered and duly authorized by the Entity to execute the Agreement and to
purchase the Securities, and certify further that the Agreement has been duly and validly executed on behalf of the Entity and constitutes
a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have set my hand this ______ day of ____________, 2022.


 


	 	 
	 	(Signature)


 




    	 	21	 



     


    

 


Exhibit
A to Agreement


 


INSTRUCTIONS
AND


INVESTOR
REPRESENTATION AND SUITABILITY QUESTIONNAIRE


 




    	 	22	 



     


    

 


PISHPOSH,
INC.


(the
“Company”)


 


INSTRUCTIONS
FOR COMPLETION OF


INVESTOR
REPRESENTATION


AND
SUITABILITY QUESTIONNAIRE


 


Item
I:        Name and address information must be provided. Securities will be issued in the name(s) set forth in this Item and delivered to
the address set forth in this Item. If two people are subscribing jointly, both people must provide their names and social security numbers.
A telephone number must also be provided.


 


Item
II:       If the securities are to be held in a different name than the investor and sent to a different address (i.e., an IRA or other
account held at a brokerage firm), this Item must be completed. If the securities are to be issued and delivered directly to the entity
listed in Item I, this Item need not be completed.


 


Item
III:     This Item needs to be read by the investor, but nothing needs to be written here. The Securities are suitable for investment
only by prospective investors who are “Accredited Investors.”


 


	Item
    IV:	A.
    Only complete this Item by checking the appropriate line if you are an individual investor.
	 	 
	 	B.
    Only complete this Item if you are an entity investor.
	 	 
	 	C.
    Only complete this Item if you are a trust investor.


 


Item
V:      This Item needs to be read by the investor, but nothing needs to be written here.


 


Item
VI:    The USA Freedom Act requires us to collect information on the sources of funds. Please complete section 1, add the documents
requested in section 2 only if funds did not come from an approved country (U.S. is approved), and complete section 3.


 


Item
VII:   You must thoroughly complete the Suitability Questionnaire, in order for the Company and the Managing Dealer to make
a determination whether this is a suitable investment for you.


 


Item
VIII:   You and must sign and date here.


 




    	 	23	 



     


    

 


INSTRUCTIONS
FOR PAYMENT


 


Review
and complete the Investor Representation & Suitability Questionnaire and deliver it to the email or address below along with payment
for your investment.


 


	Email:	offerings@boustead1828.com
	Subject:	PishPosh,
    Inc. – [Investor Name]
	 	 
	Address:	Boustead
    Securities, LLC
	 	6
    Venture, Suite 395
	 	Irvine,
    CA 92618


 


WIRE
INSTRUCTIONS


 


	Bank
    Name:	Banc
    of California
	Bank
    Address:	MacArthur
    Place
	 	Santa
    Ana, CA 92707
	SWIFT
    Code:	BCLFUS66
	Routing
    #:	122243774
	 	 
	Account
    Name:	Sutter
    Securities Inc.
	Account
    #:	2030650369
	REF
    / Notes:	PishPosh,
    Inc. – [Investor Name]


 


If
you need assistance, please contact:


 


	Email:	offerings@boustead1828.com
	Phone:	(949)
    502-4408


 




    	 	24	 



     


    

 








	INVESTOR REPRESENTATION & SUITABILITY QUESTIONNAIRE
	
    Please read all instructions of this Investor Representation
    and Suitability Questionnaire (this “Questionnaire”) carefully before filling out this Questionnaire. This is a legally binding
    document. If you need assistance, please call 949-502-4408 or by email at offerings@boustead1828.com.

     




	I.                          ACCOUNT REGISTRATION
	
     

     ̈    Individual
    Account

     ̈    Joint
    Registration

    * If no box below is checked, we will issue the securities as JTWROS.

     ̈    Joint
    Tenants with Rights of Survivorship *

     ̈    Tenants
    in Common

     ̈    Tenants
    in Entirety

     ̈    Community
    Property

     
	
     

     ̈    Trust

     ̈    Individual
    Retirement Account (IRA)
	
     

     ̈    Corporation,
    Partnership, LLC, Pension or Profit-Sharing Plan. Association, or other Entity

	PLEASE PUT A CHECK NEXT TO EACH SOCIAL SECURITY NUMBER OR TAX ID NUMBER THAT IS RESPONSIBLE FOR TAXES. WE WILL REPORT THIS NUMBER TO THE IRS.






	 	 	 	 	 
	                                                                                                                  	 	_______________	 	☐______________
	Name
    of INVESTOR (Individual, Entity, Custodian, Trust or Beneficiary)	 	Date
    of Birth	 	 Soc.
    Sec. / Tax ID #
	 	 	 	 	 
	                                                                                                                  	 	_______________	 	☐______________
	Name
    of SIGNER (Signer for Entity, Trust. Name of IRA Participant)	 	Date
    of Birth	 	 Soc.
    Sec. / Tax ID #
	 	 	 	 	 
	                                                                                                                  	 	_______________	 	☐______________
	Name
    of JOINT INVESTOR or CO- TRUSTEE (if applicable)	 	Date
    of Birth	 	 Soc.
    Sec. / Tax ID #
	 	 	 	 	 






	 	 	 	 	 	 	 
	Marital
    Status (please check one):	 	☐
    Single	 	☐
     Married	 	☐
    Other
	 	 	 	 	 	 	 
	$
    __________________Total Investment Amount	 	 	 	 





	 	 	 
	HOME
    ADDRESS	 	☐
    USE THIS ADDRESS FOR MAILING





	 	 	 
	                                                                                                                                            	 	                                                      
	__________	 	 	 	 
	Street
    Address	 		 	Apt
    / Suite / Unit # 
	 	 	 	 	 
	                                                      	 	                                                     	 	                                                     
	__________	 	 	 	 
	City	 	State	 	Zip
	 	 	 	 	 
	                                                     	 	                                                     	 	                                                     
	__________	 	 	 	 
	Home
    Phone	 	Fax	 	Email





	 	 	 
	BUSINESS
    ADDRESS	 	☐
    USE THIS ADDRESS FOR MAILING





	 	 	 
	                                                                                                                                            	 	                                                      
	__________	 	 	 	 
	Street
    Address	 	Apt
    / Suite / Unit #	 	 
	 	 	 	 	 
	                                                     	 	                                                      	 	                                                      
	__________	 	 	 	 
	City	 	State	 	Zip
	 	 	 	 	 
	                                                     	 	                                                      	 	                                                      
	__________	 	 	 	 
	Business
    Phone	 	Fax	 	Email


 




    	 	25	 



     


    

 


	II.
                           ALTERNATIVE DISTRIBUTION INFORMATION
	To
                                            direct distributions to a party other than the registered owner, complete the information
                                            below. YOU MUST COMPLETE THIS ITEM IF THIS IS AN IRA INVESTMENT.

     

    Name
    of Firm (Bank or Brokerage): _______________________________________________________________

     

    Account
    Name: _________________________________     Account #: ________________________________

     

    Address:
    __________________________________________________________________________________________________

    

     

	III.

                          INVESTOR REPRESENTATIONS & AUTHORIZATIONS
	 

                                                                                                                                                      You
                                            as an individual or you on behalf of the subscribing entity are being asked to complete this
                                            Investor Representation and Suitability Questionnaire so a determination can be made as to
                                            whether or not you are qualified to purchase securities under applicable federal and state
                                            securities laws. Your answers to the questions contained herein must be true and correct
                                            in all respects, and a false representation by you may constitute a violation of law for
                                            which a claim for damages may be made against you.

     

    Your
    answers will be kept strictly confidential; however, by signing this Questionnaire, you will be authorizing release of this Questionnaire
    to make certain that the offer and sale of the securities will not result in a violation of the Securities Act of 1933, as amended
    (the “Act”) or of the securities laws of any state.

     

    This
    Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy securities or any other security. All questions
    must be answered. If the appropriate answer is “None” or “Not Applicable,” please state so. Please print
    or type your answers to all questions and attach additional sheets if necessary to complete your answers to any item. Please initial
    any correction.

     

    


 



INDIVIDUAL
SUBSCRIBERS:

     

    If
    the securities subscribed for are to be owned by more than one person, you and the other co-subscriber must each complete separate
    Questionnaires (except if the co-subscriber is your spouse or spousal equivalent) and sign the Signature Page annexed hereto. If
    your spouse or spousal equivalent is a co-subscriber, you must indicate their name and social security number.

     

    CORPORATIONS,
    PARTNERSHIPS, PENSION PLANS AND TRUSTS:

     

    The
    information requested herein relates to the subscribing entity and not to you personally (unless otherwise determined in the Item
    IV. Accredited Investor Status).



 




    	 	26	 



     


    

 


	IV.            
    ACCREDITED INVESTOR STATUS
	 

    TO
    BE AN ACCREDITED INVESTOR, YOU MUST MEET ONE OF THE FOLLOWING TESTS, PLEASE CHECK THE APPROPRIATE SPACES BELOW.

     

    A.          INDIVIDUAL ACCOUNTS:

     

    I
    certify that I am an “accredited investor” because:

     

    (a)        ___
I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar year; or my spouse or spousal equivalent and I had joint income in excess
of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the
current calendar year (please complete “Item V. Income Statement”); or

     

    (b)        I have an individual net worth, or my spouse or spousal equivalent and I have a joint net worth, in excess of $1,000,000 (excluding
    my (our) primary residence); or

     

    (c)        I hold in good standing the FINRA Series 7, Series 65, or Series 82 licenses, and/or other such certain professional certifications,
    designations or credentials or other credentials issued by an accredited educational institution, which the SEC may designate from
    time to time by order; or

     

    (d)       I am a knowledgeable employee of the fund. (This should only be answered with respect to investments in a private fund); or

     

    (e)       I am 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.

     

    For
    purposes of this Questionnaire “individual income” means “adjusted gross income” as reported for Federal
    income tax purposes, exclusive of any income attributable to a spouse or spousal equivalent or to property owned by a spouse or spousal
    equivalent, and increased by the following amounts:

     

    (i)
    the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended,
    (the “Code”); (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule
    E of form 1040); (iii) any deduction claimed for depletion under Section 611 et seq. of the Code; and (iv) any amount by which income
    from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of
    the Code as it was in effect prior to enactment of the Tax Reform Act of 1986.

     

    For
    purposes of this Questionnaire, “joint income” means “adjusted gross income” as reported for federal income
    tax purposes, including any income attributable to a spouse or spousal equivalent or to property owned by a spouse or spousal equivalent
    and increased by the following amounts:

     

    (i)
    the amount of any interest income received which is tax-exempt under Section 103 of the Code; (ii) the amount of losses claimed as
    a limited partner in a limited partnership (as reported on Schedule E of Form 1040); (iii) any deduction claimed for depletion under
    Section 611 et seq. of the Code; and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
    adjusted gross income pursuant to the provisions of Section 1202 of the Code as it was in effect prior to enactment of the Tax Reform
    Act of 1986.



 




    	 	27	 



     


    

 


	For
                                            the purposes of this Questionnaire, “net worth” means (except as otherwise specifically
                                            defined) the excess of total assets at fair market value over total liabilities, excluding
                                            your primary residence and the related amount of indebtedness secured by the primary residence
                                            up to its fair market value; provided, however, that indebtedness secured by
                                            the primary residence should be considered a liability and deducted from net worth to the
                                            extent that (i) the amount of such indebtedness outstanding at the time of completion of
                                            this Questionnaire exceeds the amount outstanding 60 calendar days before such time, other
                                            than as a result of the acquisition of the primary residence; and (ii) the amount of the
                                            indebtedness exceeds the estimated fair market value of the primary residence at the time
                                            of completion of this Questionnaire.

     

    For
    the purposes of this Questionnaire, “spousal equivalent” means a cohabitant occupying a relationship generally equivalent
    to that of a spouse or spousal equivalent.

     

    B.          CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, EMPLOYEE BENEFIT PLANS, OR OTHER ENTITIES (Please provide a copy of
    the Corporate Resolution authorizing this investment, Partnership Agreement, Limited Liability Company Operating Agreement, Employee
    Benefit Plan, or other entity documentation as applicable.)

     

    Has
    the subscribing entity been formed for the specific purpose of investing in the securities?     ☐ Yes ☐ No

     

    If
    your answer to the question above is “No,” CHECK whichever of the following statements (a-e) is applicable to the subscribing
    entity. If your answer to the question above is “Yes,” the subscribing entity must be able to certify to statement (c)
    below in order to qualify as an “accredited investor.”

     

    The
    undersigned certifies that:

     

    (a)       
    ___ the undersigned entity is an “accredited investor,” because it is an employee benefit plan within the meaning
    of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), provided that the investment decision is
    made by a plan fiduciary, as defined in Section 3(21) of ERISA, and the plan fiduciary is a bank, savings and loan association, insurance
    company or registered investment adviser; or

     

    (b)       
    ___ the undersigned entity is an “accredited investor,” because it is an employee benefit plan within the meaning
    of ERISA, Title I that has total assets in excess of $5,000,000; or

     

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

     

    (d)       ___ the undersigned entity is an “accredited investor because it is an entity whose shareholders, partners, beneficiaries
or equity owners are all accredited investors (If you are checking this option, please submit a list of all owners; EACH owner
of the entity must complete Item IV and, complete Item V, if applicable, and Item VI. Make copies of this Item IV, Item VI (and
V if applicable) to do this and note each owner’s name on each copy); I am one of its equity owners; and I meet at least one
of the conditions described below (Please also CHECK the appropriate space below):

     

    ☐
 I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an
    individual income in excess of $200,000 in the current calendar year; or my spouse or spousal equivalent and I had joint income in
    excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000
    in the current calendar year (please complete “Item V. Income Statement”); or

     

    ☐
     I have an individual net worth, or my spouse or spousal equivalent and I have a joint net worth, in
    excess of $1,000,000 (excluding my (our) primary residence); or

     

    ☐ I hold in good standing the FINRA Series 7, Series 65, or Series 82 licenses, and/or other such certain professional certifications,
    designations or credentials or other credentials issued by an accredited educational institution, which the SEC may designate from
    time to time by order; or



 




    	 	28	 



     


    

 


	☐
                                            I am a knowledgeable employee of the fund; or

     

    ☐
    I am 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.

     

    (e)       ___ the undersigned entity is an “accredited investor,” because it is a self-directed employee benefit plan; I
    solely make its investment decisions; and I meet at least one of the conditions described below (Please also CHECK the appropriate
    space below):

     

    ☐
    I had an individual income of more than $200,000 in each of the two most recent calendar years, and
    I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse or spousal equivalent
    and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint
    income in excess of $300,000 in the current calendar year (please complete “Item V. Income Statement”); or

     

    ☐ I have an individual net worth, or my spouse or spousal equivalent and I have a joint net worth, in
    excess of $1,000,000 (excluding my (our) primary residence); or

     

    ☐
    I hold in good standing the FINRA Series 7, Series 65, or Series 82 licenses, and/or other such certain
    professional certifications, designations or credentials or other credentials issued by an accredited educational institution, which
    the SEC may designate from time to time by order; or

     

    ☐
    I am a knowledgeable employee of the fund; or

     

    ☐
    I am 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.

     

    or

     

    (f)       ___ the undersigned entity is an “accredited investor,” because it is an organization described in section 501(c)3
    of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose
    of acquiring the securities offered, with total assets in excess of $5,000,000; or

     

    (g)       ___ the undersigned entity is an “accredited investor,” because it is a limited liability company, SEC or state
    -registered Investment Adviser, Exempt Reporting Adviser, or a rural business investment company (RBIC) with $5,000,000 in assets;
    or

     

    (h)       ___ the undersigned entity is an “accredited investor,” because it is an Indian tribe, governmental body, fund,
    or any entity organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under
    the Investment Company Act, in excess of $5,000,000 and that was not formed for the specific purpose of investing in the securities
    offered; or

     

    (i)       ___ the undersigned entity is an “accredited investor,” because it is a family office with at least $5,000,000
    in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.

     

    C.       TRUST ACCOUNTS (Please provide a complete copy of the Trust document.)

     

    Has
    the subscribing entity been formed for the specific purpose of investing in the securities?    ☐ Yes       ☐
    No

     

    If
    your answer to the question above is “No,” CHECK whichever of the following statements (a-c) is applicable to the subscribing
    entity. If your answer to the question above is “Yes,” the subscribing entity must be able to certify to the statement
    (c) below in order to qualify as an “accredited investor.”



 




    	 	29	 



     


    

 


	The
                                            undersigned trustee certifies that the trust is an “accredited investor” because:

     

    (a)       ___ the trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person,”
as described in Rule 506(b)(ii) promulgated under the Act; or

     

    (b)       ___ the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving
    and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, acting in its fiduciary capacity; or

     

    (c)       ___ the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained
    sole investment control over the assets of the trust and the (each) grantor(s) meets at least one of the conditions described below.
    Each grantor must also INITIAL the appropriate space below.

     

    ☐
    I had an individual income of more than $200,000 in each of the two most recent calendar years, and
    I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse or spousal equivalent
    and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint
    income in excess of $300,000 in the current calendar year (please complete “Item V. Income Statement”); or

     

    ☐ I
    have an individual net worth, or my spouse or spousal equivalent and I have a joint net worth, in excess of $1,000,000 (excluding
    my (our) primary residence); or

     

    ☐
    I hold in good standing the FINRA Series 7, Series 65, or Series 82 licenses, and/or other such certain
    professional certifications, designations or credentials or other credentials issued by an accredited educational institution, which
    the SEC may designate from time to time by order; or

     

    ☐
    I am a knowledgeable employee of the fund; or

     

    ☐
    I am 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.

	 
	V.
                      CERTIFICATIONS
	 
	I
                                            understand that investment in the securities is an illiquid investment. In particular, I
                                            recognize that I must bear the economic risk of investment in the securities for an indefinite
                                            period of time since the securities have not been registered under the Act and therefore
                                            cannot be sold unless either they are subsequently registered under the Act or an exemption
                                            from such registration is available and a favorable opinion of counsel for the Company to
                                            that effect is obtained if requested by the Company. I consent to the affixing by the Company
                                            of such legends on certificates representing the securities as any applicable federal or
                                            state securities law may require from time to time.

     

    I
    represent and warrant to the Company that: (i) all information provided in this Questionnaire is complete, true and correct; (ii)
    I and my investment managers, if any, have carefully reviewed and understand the risks of, and other considerations relating to,
    a purchase of these securities, including, but not limited to, the risks set forth in the risk factor disclosure document and other
    Offering Materials provided to me; (iii) I and my investment managers, if any, have been afforded the opportunity to obtain all information
    necessary to verify the accuracy of any representations or information in the transaction documents for this offering and other information
    provided to the undersigned and have had all inquiries to the Company answered, and have been furnished all requested materials relating
    to the Company and the offering and sale of the securities; (iv) I have such knowledge and experience in financial and investment
    matters, either alone or with my investment managers, that I am capable of evaluating the merits and risks of this investment; (v)
    neither I nor my investment managers, if any, have been furnished any offering literature by the Company or any of its affiliates,
    associates or agents other than the transaction documents, the term sheet, Risk Factor Disclosure Document, as amended, and the investor
    presentation provided to the undersigned by the Company related to this investment (collectively, the “Offering Materials”)
    relating to this investment, and the documents referenced therein; and (vi) I am acquiring the securities for which I am subscribing
    for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the securities.
    By my completion of this Questionnaire and execution of other transaction documents, I confirm and agree that I have reviewed and
    understand the provisions of each such transaction document and, should my subscription be accepted by the Company, agree to be bound
    thereby.



 




    	 	30	 



     


    

 


	The
                                            undersigned, if a corporation, partnership, trust or other form of business entity: (i) is
                                            authorized and otherwise duly qualified to purchase and hold the securities; (ii) has obtained
                                            such additional tax and other advice that it has deemed necessary; (iii) has its principal
                                            place of business at its address set forth in this Questionnaire; and (iv) has not been formed
                                            for the specific purpose of acquiring the securities (although this may not necessarily disqualify
                                            the subscriber as a purchaser). The persons completing this Questionnaire and executing all
                                            other documents related to the offering, represent that they are duly authorized to complete
                                            or execute all such documents on behalf of the entity. (If the undersigned is one of the
                                            aforementioned entities, it agrees to supply any additional written information that may
                                            be required.

     

    All
    of the information which I have furnished to the Company, and which is set forth in this Questionnaire is correct and complete as
    of the date of this Questionnaire. If any material change in this information should occur prior to my subscription being accepted,
    I will immediately furnish the revised or corrected information. I further agree to be bound by all of the terms and conditions of
    the Offering Materials. I am the only person with a direct or indirect interest in the securities subscribed for hereby.

     

    I
    agree to indemnify and hold harmless the Company and its Officers, Directors, employees, affiliates, and agents as well as the brokerage
    firm through which I am subscribing (if any) and all of its officers, directors, employees, affiliates, and agents from and against
    all damages, losses, costs and expenses (including reasonable attorneys’ fees) they may incur by reason of the failure of the
    undersigned to fulfill any of the terms or conditions set forth in the transaction documents. This subscription is not transferable
    or assignable by me without the written consent of the Company. If more than one person is completing this Questionnaire, the obligations
    of each shall be joint and several, and the representations contained in this Questionnaire shall be deemed to be made by, and be
    binding upon, each of these persons and his or her heirs, executors, administrators, successors, and assigns. This subscription,
    upon acceptance by the Company, shall be binding upon my heirs, executors, administrators, successors, and assigns.

     

    This
    Questionnaire and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
    construed, and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts
    of law.

     

    Under
    penalties of perjury, by signing below I certify that (i) my taxpayer identification number shown in this Questionnaire is correct;
    and (ii) I am not subject to backup withholding because: (a) I have not been notified that I am subject to backup withholding as
    a result of a failure to report all interest and dividends; or (b) the Internal Revenue Service has notified me that I am no longer
    subject to backup withholding. (If you have been notified that you are subject to backup withholding and the Internal Revenue Service
    has not advised you that backup withholding has been terminated, strike out item (ii)).

	 
	VI.
                INFORMATION REQUIRED BY FEDERAL LAW
	 

    The
    USA Freedom Act requires us to obtain the following information from you to detect and prevent misuse of the world financial system.

	 





	1.	In
    the space provided below, please provide details of where monies were transferred from to the Company in relation to your subscription
    for the securities.
	 	 





	Country	Name
    of Bank / Financial Institution	Name
    of Account Holder	Account
    Number
	 	 	 	 


 




    	 	31	 



     


    

 


		If
  the country from which the monies were transferred appears in the Approved Country List below, please
  skip to section 3. If the country does not appear, please go to section 2.
	 	 







	Argentina	Australia	Austria	Belgium	Brazil
	Canada	Denmark	Finland	France	Germany
	Greece	Gulf
    Cooperation Council	Hong
    Kong	*Iceland	Ireland
	Italy	Japan	The
    Netherlands (including the Netherlands Antilles and Aruba)	Luxembourg	Mexico
	New
    Zealand	Norway	Portugal	*Russian
    Federation	Singapore
	South
    Africa	Spain	Sweden	Switzerland	Turkey
	United
    Kingdom	United
    States	 	 	 





	 	 
		 *Vision Financial
  Markets will require enhanced due diligence as applicable.
	 	 







	2.	If
    subscription monies were transferred to the Company from any country other than on the "Approved Country List" (see above),
    please provide the following documentation to the Company (all copies should be in English and certified as being "true and
    correct copies of the original" by a notary public of the jurisdiction of which you are resident).
	 	 





	 	(a)	For
    Individuals:
	 	 	 





	 	(i)	evidence
    of name, signature, date of birth and photographic identification;
	 	(ii)	evidence
    of permanent address; and
	 	(iii)	where
    possible, a reference from a bank with whom the individual maintains a current relationship and has maintained such relationship
    for at least two years.
	 	 	 





	 	(b)	For
    Companies:
	 	 	 





	 	(i)	a
    copy of its certificate of incorporation and any change of name certificate;
	 	(ii)	a
    certificate of good standing;
	 	(iii)	a
    register or other acceptable list of directors and officers;
	 	(iv)	a
    properly authorized mandate of the company to subscribe in the form, for example, of a certified resolution which includes naming
    authorized signatories;
	 	(v)	a
    description of the nature of the business of the company;
	 	(vi)	identification,
    as described above for individuals, for at least two directors and authorized signatories;
	 	(vii)	a
    register of members or list of shareholders holding a controlling interest; and
	 	(viii)	identification,
    as described above, for individuals who are beneficial owners of corporate shareholders which hold 10% or more of the capital share
    of the company.
	 	 	 





	 	(c)	For
    Partnerships and Unincorporated Businesses:
	 	 	 





	 	(i)	a
    copy of any certificate of registration and a certificate of good standing, if registered;
	 	(ii)	identification,
    as described above, for individuals and, where relevant, companies constituting a majority of the partners, owners or managers and
    authorized signatories;
	 	(iii)	a
    copy of the mandate from the partnership or business authorizing the subscription in the form, for example, of a certified resolution
    which includes naming authorized signatories; and
	 	(iv)	a
    copy of constitutional documents (formation and partnership agreements).
	 	 	 





	 	(d)	For
    Trusts:
	 	 	 





	 	(i)	identification,
    as described above, for individuals or companies (as the case may be) in respect of the trustees;
	 	(ii)	identification,
    as described above for individuals, of beneficiaries, any person on whose instructions or in accordance with those wishes the trustee/nominee
    is prepared or accustomed to act and the settlor of the trust; and
	 	(iii)	evidence
    of the nature of the duties or capacity of the trustee.


 




    	 	32	 



     


    

 


	3.	The
    Company is also required to verify the source of funds. To this end, summarize the underlying source of the funds remitted to us
    (for example, where subscription monies were the profits of business (and if so, please specify type of business), investment income,
    savings, etc.).
	 	 





	Source
  of Funds:                                                                                                               
	                                                                                                                                                                               
	                                                                                                                                                                               










	 
	VII.
                     SUITABILITY QUESTIONNAIRE
	 

    

    This
    is a speculative investment (Each responding individual must complete his/her own Suitability Questionnaire)

     

    Name
    of Individual Investor OR Name of Person Answering Questions on behalf of an Entity/Trust/IRA Investor:

     

    


 





     

    A.
    Please provide the below Identification information:

     

    ID
    Number: _____________________________

     

    Place
    of Issuance: _____________________________

     

    Issue
    Date: _____________________________

     

    Expiration
    Date: _____________________________

     

    Are
    you a U.S. Citizen? ☐   Yes      ☐  No

     

    Please
    provide a copy of the photo page of your government-issued identification.

     

    B.
    Please provide your present employment status. If currently retired or unemployed, please provide your last/most recent employment
    history:

     

    Current
    Employment Status                Latest Role/Occupation                Latest
    Employer Name

     

    ____________________________________________________________________________

     

    C.
    Please provide the following information concerning your financial experience:

     

    C-1.
Risk Tolerance (select one): 

    ☐
    Speculative – You are willing to accept substantial risk. May endure extensive volatility and
    very limited or no liquidity. You value the potential for maximizing long-term returns over principal preservation.

    ☐
    Aggressive – You are willing to accept considerable risk. You may endure high volatility and
    limited or very limited liquidity. You value long-term appreciation over principal preservation.

    ☐
    Moderate – You are willing to accept limited risk. You may endure some volatility and illiquidity.
    You value enhancing returns and principal preservation equally. You are willing to risk losing a substantial amount of your investment.

    ☐
    Conservative – You are willing to accept low risk for greater stability and liquidity. You value
    minimizing risk and maximizing principal preservation.

     

    C-2.
What is your primary investment objective? (select one): 

    ☐
    Investment speculation

    ☐
    Steadily accumulate wealth over the long term

    ☐
    Partially fund my retirement

    ☐
    Other



 






    	 	33	 



     


    

 


	C-3.
  What are your time horizon and liquidity needs?
	 







	(a)
    Time Horizon (select one):	(b)
    Liquidity Needs (select one):
	☐
    10 years or more	☐
    Low
	☐
    5 –10 years	☐
    Medium
	☐
    2 – 5 years	☐
    High
	☐
    Under 2 years	 
	 	 








	C-4.
    How much investment experience do you have? (select one):





	☐
    Extensive	 
	☐
    Substantial	 
	☐
    Moderate	 
	☐
    Limited	 
	☐
    None	 
	 	 





	C-5.
    Please state the approximate number and total dollar amount of your prior investments in restricted securities (e.g., private
    placements):
	 





	No.
    of Investments: ________________________	 	Total
    Amount: ________________________
	 	 	 





	C-6.
    Please indicate your Annual Income and Net Worth:
	 





	(a)
          Annual Income	(b)       Net Worth	(c)
          Liquid Net Worth
	☐
    Under $25,000	☐ Under $25,000	☐
    Under $25,000
	☐
    $25,000 – $50,000	☐ $25,000 – $50,000	☐
    $25,000 – $50,000
	☐
    $50,000 – $75,000	☐ $50,000 – $75,000	☐
    $50,000 – $75,000
	☐
    $75,000 – $100,000	☐ $75,000 – $100,000	☐
    $75,000 – $100,000
	☐
    $100,000 – $200,000	☐ $100,000 –
    $150,000	☐
    $100,000 – $150,000
	☐
    $200,000 – $300,000	☐ $150,000 –
    $200,000	☐
    $150,000 – $200,000
	☐
    $300,000 – $500,000	☐ $200,000 –
    $250,000	☐
    $200,000 – $250,000
	☐
    $500,000 – $1,200,000	☐ $250,000 –
    $500,000	☐
    $250,000 – $500,000
	☐
    Over $1,200,000	☐ $500,000 –
    $1,000,000	☐
    $500,000 – $1,000,000
	☐
    $1,000,000 – $5,000,000	☐ $1,000,000 –
    $5,000,000	 
	☐
    Over $5,000,000	☐ Over $5,000,000	 
	 	 	 





	C-7.
    Please provide in the space below any additional information which would indicate that you have sufficient knowledge and experience
    in financial and business matters so that you are capable of evaluating the merits and risks of investing in restricted securities
    of private or thinly traded enterprise.
	 

                                                                                                                  


 



 




 





                                                                                 

	D.
    Please provide the following information concerning your industry and other affiliations.
	 
	D-1.
    Are you, your spouse or spousal equivalent, or any other immediate family members, including parents, in-laws, and siblings that
    are dependents, an officer, director or greater than ten percent (10%) shareholder of the Company offering securities?
	☐
    Yes ☐ No
	 
	D-2.
    Are you, your spouse or spousal equivalent, or any other immediate family members, including parents, in-laws, and siblings that
    are dependents, employed by or associated with the securities industry (for example, investment advisor, sole proprietor, partner,
    officer, director, branch manager or broker at a broker-dealer firm or municipal securities dealer) or a financial regulatory agency,
    such as FINRA or the New York Stock Exchange?
	☐
    Yes ☐ No
	 
	If yes, please provide the name and contact information for such firm.

                                                                                                                                                                                                            

                                                                                


 



 

                                                                                


 



 

	 






 




    	 	34	 



     


    

 


	D-3.
    Are you a senior military, governmental or political official in a non-US country?
	☐
    Yes ☐ No
	 
	If
    yes, please provide the name of the country.
	____________________________________________________________________________
	 
	E.
    Did anyone at Boustead Securities, LLC recommend the investment to you?
	☐
    Yes ☐ No
	 
	If
    yes, please provide the name of the individual.
	____________________________________________________________________________
	 
	F.
    Trusted Contact. If you are over 65 years old, please provide the name and contact phone number of a trusted contact:
	 





	                                                                	 	                                                               	 	                                                               
	Name	 	Relationship	 	Contact
    Number
	 	 	 	 	 



 







    	 	35	 



     


    

 


	VIII.
             SIGNATURES
	This
                                            Questionnaire contains various statements and representations by subscribers and should be
                                            carefully reviewed in its entirety before executing this signature page. I hereby certify
                                            that I have reviewed and am familiar with the instructions of this Questionnaire.

     

    ☐
    (check if applicable) I hereby certify that I previously invested in the Company and that, unless
    otherwise indicated in this Questionnaire, the information I provided in the Questionnaire dated for my previous investment continues
    to be true and correct and is incorporated by reference into this Questionnaire.

     

    Dated:________________ 

	 





	Print
    name of individual subscriber, custodian, person, corporation, trust:	 	Signature
    of individual subscriber, authorized Trustee:
	 	 	 
	                                                                                                   	 	                                                                                                  
	 	 	 
	Print
    name of co-subscriber, authorized person, co-trustee if required by trust instrument:	 	Signature
    of co-subscriber, authorized person, co-trustee if required by trust instrument:
	 	 	 
	                                                                                                  	 	                                                                                                  
	 	 	 





		Investment
  Authorization. The undersigned corporation, partnership, limited liability company, benefit plan, or IRA has all requisite authority
  to acquire the securities hereby subscribed for and to complete the Questionnaire, and further, the undersigned officer, partner, manager,
  or fiduciary of the subscribing entity has been duly authorized by all requisite action on the part of such entity to execute these
  documents on its behalf. Such authorization has not been revoked and is still in full force and effect.
	 	 







	Check
    Box:	☐
    Yes	☐
    No	☐
    Not Applicable
	 	 	 	 





	CAPACITY
  CLAIMED BY SIGNER: (select one)
	 







	☐
    Individual(s)	 	 	☐
    Attorney-In-Fact	 
	☐
    Partner(s)	 	 	☐
    Trustee(s)	 
	☐
    Corporate Officer: __________________	 	☐
    Other:_____________________________ 
	Title	 	Title

                                                                                 



 




    	 	36	 



     


    

 


Exhibit
B


 


TERM
SHEET


 


(See
Attached)


 




    	 	37	 



     


    




 


Exhibit
C


 


RISK
FACTORS


 


(See
Attached)


 




    	 	38	 



     


    

 


Exhibit
D


 


COMPANY
PRESENTATION


 


(See
Attached)


 




    	 	39	 



     


    

  


Exhibit
E


 


BUSINESS
OVERVIEW


 


(See
Attached)


 




    	 	40