Exhibit 10.14


 


INDEMNIFICATION
AND ADVANCEMENT AGREEMENT


 


This
Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2022, by and between PishPosh,
Inc., a Delaware corporation (the “Company”), and [name of indemnitee],[ a member of the Board of Directors
and/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous
agreements between the Company and Indemnitee covering indemnification and advancement.


 


RECITALS


 


WHEREAS,
the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more
reluctant to serve as directors, officers, or in other capacities unless they are provided with adequate protection through insurance
or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out
of their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an
ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain
liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations
and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available
to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Company’s bylaws (as currently in effect and as may be amended from time to time, the “Bylaws”)
require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant
to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and other persons with respect to indemnification and
advancement of expenses;


 


WHEREAS,
the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of
attracting and retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and is not a substitute
therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and


 


WHEREAS,
Indemnitee does not regard the protection available under the Bylaws, DGCL and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the
Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and
to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced
expenses.


 




    	 	 	 



     


    







 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and
agree as follows:


 


Section
1.  Services to the Company. Indemnitee agrees to serve as a [director]/[officer] of the Company. Indemnitee may at
any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by
operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is
not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.            Definitions.
As used in this Agreement:


 


(a)       
“Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests
of the Company or an Enterprise, respectively.


 


(b)          A
“Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i)       Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly
or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the
Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally
in the election of directors;


 


(ii)       Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i),
2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two- thirds of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority
of the members of the Board;


 


(iii)       Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity;


 




    	 	 	 



     


    







 


(iv)       Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


(v)       Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
defined below), whether or not the Company is then subject to such reporting requirement.


 


(vi)       For
purposes of this Section 2(b), the following terms have the following meaning:


 


1.         
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


2.         
“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that
Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company,
and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company.


 


3.         
“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving
a merger of the Company with another entity.


 


(vii)      “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,
or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting
from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas
bond or other appeal bond or its equivalent and, (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise.
The parties hereto agree that, for the purposes of any advancement of Expenses for which Indemnitee has made written demand to
the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s
counsel as being reasonable in the good faith judgment of such counsel will be presumed conclusively to be reasonable. Expenses,
however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(viii)      
“Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary,
or Agent of the Company or an Enterprise.


 


(ix)      “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 




    	 	 	 



     


    







 


(x)      
“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
or Agent.


 


(xi)      
“Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or
preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating
to any cost bond, supersedeas bond or other appeal bond or its equivalent and, (ii) for purposes of Section 14(d) only, Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement,
by litigation or otherwise. The parties hereto agree that, for the purposes of any advancement of Expenses for which Indemnitee
has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified
by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel will be presumed conclusively
to be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.


 


(xii)      
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(xiii)      
“Potential Change in Control” means the occurrence of any of the following events: (i) the Company enters into
any written or oral agreement, undertaking or arrangement, the consummation of which would result in the occurrence of a Change
in Control; (ii) any Person or the Company publicly announces an intention to take or consider taking actions which if consummated
would constitute a Change in Control; (iii) any Person who becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 5% or more of the combined voting power of the Company’s then outstanding securities entitled
to vote generally in the election of directors increases his beneficial ownership of such securities by 5% or more over the percentage
so owned by such Person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement,
a Potential Change in Control has occurred.


 


(xiv)      The
term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee
was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate
Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure
to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving
in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses
can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to
or culminate in the institution of a Proceeding.


 


Section
3.         Indemnity in Third-Party Proceedings. The Company will indemnify
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant
in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments,
fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section
4.          Indemnity in Proceedings by or in the Right of the Company. The
Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be
made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any
claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless,
and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application
by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification.


 


Section
5.         Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, the Company will indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding the extent that
Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company will
indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this
Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, will be deemed to be a successful result as to such claim, issue or matter.


 


Section
6.          Indemnification For Expenses of a Witness. Notwithstanding any
other provision of this Agreement, and to the fullest extent permitted by applicable law, the Company will indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding
to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 




    	 	 	 



     


    







 


Section
7.          Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of Expenses but not, however, for the total amount thereof,
the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


Section
8.          Additional Indemnification. Notwithstanding any limitation in Sections
3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited
to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s
ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor).


 


Section
9.          Exclusions. Notwithstanding any provision in this Agreement, the
Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:


 


(a)          for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy
or other indemnity provision; or


(b)          for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory
law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii)
any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted
by the Board or a committee thereof, including but not limited to any such policy adopted to comply with stock exchange listing
requirements implementing Section 10D of the Exchange Act; or


 


(c)          initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant
to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation
or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law.


 


Section
10.          Advances of Expenses.


 


(a)          The
Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding
(or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee
if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement
of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within thirty (30)
calendar days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether
prior to or after final disposition of any Proceeding.


 




    	 	 	 



     


    







 


(b)          Advances
will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances
upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution
of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.


 


Section
11.          Procedure for Notification of Claim for Indemnification or Advancement.


 


(a)          Indemnitee
will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee
will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying
the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding.
Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under
this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement.
The secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification or advancement.


 


(b)          The
Company will be entitled to participate in the Proceeding at its own expense.


 


Section
12.          Procedure Upon Application for Indemnification.


 


(a)          Unless
a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


(i)         by
a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


(ii)         by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board;


 


(iii)         if
there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board; or


 


(iv)         if
so directed by the Board, by the stockholders of the Company.


 




    	 	 	 



     


    







 


(b)          If
a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written
opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board)


 


(c)          The
party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the
selection to the other party. The notified party may, within ten (10) calendar days after receiving written notice of the selection
of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within
thirty (30) calendar days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section
11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection
to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as Independent Counsel
of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(d)          Indemnitee
will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person,
persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement
to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will
advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board
by Independent Counsel.


 


(e)          If
it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within ten (10) calendar
days after such determination.


 


Section
13.          Presumptions and Effect of Certain Proceedings.


 


(a)          In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest
extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard
of conduct.


 




    	 	 	 



     


    




 





(b)          If
the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty (60)
calendar days after the latter of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section
11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination
Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law,
be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination
Period may be extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or
entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period
may be extended an additional fifteen (15) calendar days if the determination of entitlement to indemnification is to be made by
the stockholders pursuant to Section 12(a)(iv) of this Agreement.


 


(c)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)          For
purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on
the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties,
or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports
made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other
expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will
be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) is not exclusive and does not limit in any
way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.


 


(e)          The
knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee
of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under
this Agreement.


 




    	 	 	 



     


    




 





Section
14.          Remedies of Indemnitee.


 


(a)          Indemnitee
may commence litigation against the Company in the Delaware Court of Chancery to obtain indemnification or advancement of Expenses
provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this
Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within
the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence
of Section 12(d) of this Agreement within ten (10) calendar days after receipt by the Company of a written request therefor, (v)
the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within ten (10) calendar days after
a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other
person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other
action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the
Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence
such Proceeding seeking an adjudication or an award in arbitration within 180 calendar days following the date on which Indemnitee
first has the right to commence such Proceeding pursuant to this Section 14(a); provided, however, that
the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 5 of this Agreement. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)          If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial,
or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be and will not introduce evidence of the determination made pursuant
to Section 12 of this Agreement.


 


(c)          If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)          The
Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will
stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)          It
is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or
other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by
litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within ten (10) calendar days after receipt
by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection
with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company,
or concerning any directors’ and officers’ liability insurance policies maintained by the Company. and will indemnify
Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such Proceeding
were made in bad faith or were frivolous or are prohibited by law.


 




    	 	 	 



     


    







 


Section
15.          Establishment of Trust.


 


(a)          In
the event of a Potential Change in Control or a Change in Control, the Company will, upon written request by Indemnitee, create
a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee
will fund such Trust in an amount sufficient to satisfy the reasonably anticipated indemnification and advancement obligations
of the Company to the Indemnitee in connection with any Proceeding for which Indemnitee has demanded indemnification and/or advancement
prior to the Potential Change in Control or Change in Control (the “Funding Obligation”). The trustee of the
Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee
and reasonably acceptable to the Company. Nothing in this Section 15 relieves the Company of any of its obligations under this
Agreement.


 


(b)          The
amount or amounts to be deposited in the Trust pursuant to the Funding Obligation will be determined by mutual agreement of the
Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent Counsel
selected in accordance with Section 12(b) of this Agreement. The terms of the Trust will provide that, except upon the consent
of both the Indemnitee and the Company, upon a Change in Control: (i) the Trust may not be revoked, or the principal thereof invaded,
without the written consent of the Indemnitee; (ii) the Trustee will advance, to the fullest extent permitted by applicable law,
within two (2) business days of a request by the Indemnitee; (iii) the Company will continue to fund the Trust in accordance with
the Funding Obligation; (iv) the Trustee will promptly pay to the Indemnitee all amounts for which the Indemnitee is entitled to
indemnification pursuant to this Agreement or otherwise; and (v) all unexpended funds in such Trust revert to the Company upon
mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement,
by Independent Counsel selected in accordance with Section 12(b) of this Agreement, that the Indemnitee has been fully indemnified
under the terms of this Agreement. New York law (without regard to its conflicts of laws rules) governs the Trust and the Trustee
will consent to the exclusive jurisdiction of Delaware Court of Chancery, in accordance with Section 25 of this Agreement.


 


Section
16.          Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)          The
indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not
be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or
omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement.
To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee
enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.


 




    	 	 	 



     


    




 





(b)          The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by one or more Persons with whom or which Indemnitee may be associated.


 


(i)
         The Company hereby acknowledges and agrees:


 


1.
         the Company is the indemnitor of first resort with respect to any request
for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding arising from or related
to Indemnitee’s Corporate Status with the Company;


 


2.
          the Company is primarily liable for all indemnification and indemnification
or advancement of Expenses obligations for any Proceeding arising from or related to Indemnitee’s Corporate Status, whether
created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;


 


3.
         any obligation of any other Persons with whom or which Indemnitee may be
associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations
of the Company’s obligations;


 


4.
         the Company will indemnify Indemnitee and advance Expenses to Indemnitee
hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with
whom or which Indemnitee may be associated or insurer of any such Person; and


 


(ii)         the
Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any
claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect
of amounts paid by the Company to Indemnitee pursuant to this Agreement.


 


(iii)         
In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability
or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which
would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with
whom or which Indemnitee may be associated (or their insurers affect the obligations of the Company hereunder or shift primary
liability for the Company’s obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee
may be associated.


 


(iv)         Any
indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically
in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including
but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.


 




    	 	 	 



     


    




 





(c)          To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Enterprise, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the
Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the
time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance
in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the
insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such
amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.


 


(d)          The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s
Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement
of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor
of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary
to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable
action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise.


 


(e)          In
the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


 


Section
17.          Duration of Agreement. This Agreement continues until and terminates
upon the later of: (a) ten (10) years after the date that Indemnitee ceases to serve as a [director]/[officer] of the Company or
(b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this
Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement
are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the
Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other
Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


Section
18.          Severability. If any provision or provisions of this Agreement
is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not
in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.


 




    	 	 	 



     


    







 


Section
19.          Interpretation. Any ambiguity in the terms of this Agreement will
be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted
by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification
in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company
stockholders or disinterested directors, or applicable law.


 


Section
20.          Enforcement.


 


(a)          The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


(b)          This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws
and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section
21.          Modification and Waiver. No supplement, modification or amendment
of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement
will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.


 


Section
22.          Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee
under this Agreement or otherwise.


 


Section
23.          Notices. All notices, requests, demands and other communications
under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party,
(b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt
of oral confirmation that such communication has been received:


 


(a)          If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to
the Company.


 


(b)          If
to the Company to:


 PishPosh, Inc.


 915 Swarthmore Avenue,


 Lakewood, New Jersey 08701.


 




    	 	 	 



     


    

 








or to any other
address as may have been furnished to Indemnitee by the Company.


 


Section
24.          Contribution. To the fullest extent permissible under applicable
law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company,
in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties,
excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding
in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s)
giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents)
and Indemnitee in connection with such event(s) and/or transaction(s).


 


Section
25.          Applicable Law and Consent to Jurisdiction. This Agreement and
the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of
Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or Proceeding arising out of or in connection with this Agreement may be brought only in the Delaware Court of Chancery and not
in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to
the exclusive jurisdiction of the Delaware Court for purposes of any action or Proceeding arising out of or in connection with
this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Delaware Court, and (iv)
waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Delaware Court has been brought
in an improper or inconvenient forum.


 


Section
26.          Identical Counterparts. This Agreement may be executed in one
or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one
and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


Section
27.          Headings. The headings of this Agreement are inserted for convenience
only and do not constitute part of this Agreement or affect the construction thereof.


 


[Signature Page
to Follow]


 




    	 	 	 



     


    




 





IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written.


 


	PISHPOSH, INC.	 	 INDEMNITEE	 
	 	 	 	 	 	 
	By	 	 	By:	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Address: