●] Shares POSHMARK, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2021 • Poshmark, Inc. • Retail-catalog & mail-order houses • New York
AGREEMENT AND PLAN OF MERGER by and among NAVER CORPORATION, PROTON PARENT, INC. PROTON MERGER SUB, INC. and POSHMARK, INC. Dated as of October 3, 2022Merger Agreement • October 4th, 2022 • Poshmark, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 3, 2022, by and among NAVER Corporation, a public corporation organized under the laws of the Republic of Korea (“Parent”), Proton Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Proton Parent”), Proton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Proton Parent (“Merger Sub”), and Poshmark, Inc., a Delaware corporation (the “Company”). Each of Parent, Proton Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
POSHMARK, INC. Indemnification AgreementIndemnification Agreement • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Poshmark, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
POSHMARK, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 20th day of October, 2017, by and among Poshmark, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 4th, 2022 • Poshmark, Inc. • Retail-catalog & mail-order houses • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of October , 2022, by and among NAVER Corporation, a public corporation founded under the laws of the Republic of Korea (“Parent”), the stockholders of Poshmark, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.
Office Lease THE TOWERS @ SHORES CENTER REDWOOD CITY, CALIFORNIA Between HUDSON TOWERS AT SHORE CENTER, LLC, a Delaware limited liability company as Landlord, and POSHMARK, INC., a Delaware corporation as TenantOffice Lease • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between HUDSON TOWERS AT SHORE CENTER, LLC, a Delaware limited liability company (“Landlord”), and POSHMARK, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G ([Intentionally Omitted]); Exhibit H (Initial Location of Reserved Parking Spaces); Exhibit I (Approximate Location of Building Signage); Exhibit J (Outline of Potential Refusal Space); and Exhibit K (Outline of Potential Offering Space).
ContractWarrant Agreement • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONSULTING AGREEMENTConsulting Agreement • August 16th, 2021 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
POSHMARK, INC. SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT September 15, 2020Senior Unsecured Convertible Note Purchase Agreement • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • New York
THIS SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of September 15, 2020 (the “Effective Date”) is entered into by and among POSHMARK, INC., a Delaware corporation (“Issuer”) and the purchasers set forth on Schedule 1 hereto (in each case, together with their respective successors and registered assigns, a “Purchaser”, and collectively, “Purchasers”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 16th, 2021 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
This Separation Agreement and Release (“Agreement”) is made by and between Ananthram Kashyap (“Employee”) and Poshmark, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the Effective Date (as defined below).
ContractWarrant Agreement • December 17th, 2020 • Poshmark, Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
