Ezra Dabah - 18 Sep 2023 Form 4 Insider Report for KIDPIK CORP. (PIKM)

Footnote F1

On September 18, 2023, the Issuer entered into a Debt Conversion Agreement with Mr. Dabah, pursuant to which the parties agreed to convert an aggregate of $1,200,000 owed by the Registrant to Mr. Dabah, for advances previously made to the Registrant, into an aggregate of 1,553,800 shares of common stock of the Issuer. Exempt from Section 16(b) pursuant to Rule 16b-3.

Footnote F2

The agreed upon conversion price of the conversion of the debt described in Footnote (1) above was the greater of the closing consolidated bid price on the date the Debt Conversion Agreement was entered into (or the prior day's closing consolidated bid price in the event that the agreement was entered into during market hours), and $0.7723 per share, provided that because $0.7723 was above the closing consolidated bid price, the conversion price was fixed at $0.7723 per share.

Footnote F3

The reported securities are held directly by Renee Dabah, the spouse of the Reporting Person, and are also separately reported in beneficial ownership reports filed by Mrs. Dabah.

Footnote F4

The Reporting Person was provided complete authority to vote these shares pursuant to a voting agreement dated September 1, 2021, with (and with respect to the reported securities owned by) Moshe Dabah, Eva Dabah, Joia Kazam, Chana Rapaport, Yaacov Dabah; Gila Goodman; Isaac Dabah and his spouse; GMM Capital LLC; Sterling Macro Fund, and each of the trusts described in note (5) below, at any and all meetings of stockholders of the Company and via any written consents. The voting agreement has a term of three years, through August 31, 2024, but can be terminated at any time by Mr. Dabah and terminates automatically upon the death of Mr. Dabah.

Footnote F5

Includes securities held in the name of the u/a/d 02/02/1997, Trust FBO Yaacov Dabah; the u/a/d 02/02/1997, Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Joia Dabah; the u/a/d 02/02/1997, Trust FBO Eva Dabah and the u/a/d 02/02/1997, Trust FBO Chana Dabah, each of which are party to the voting agreement described in (4) above, and each of which the spouse of Mr. Ezra Dabah serves as co-trustee of, along with the mother-in-law of Ezra Dabah (Raine Silverstein), and which securities held by such trusts, Mr. Ezra Dabah may be deemed to beneficially own. These securities are also separately reported in beneficial ownership reports filed by Mrs. Dabah and Mrs. Silverstein.

Footnote F6

Includes securities held in the name of Moshe Dabah, Eva Dabah, Joia Kazam, Chana Rapaport, and Yaacov Dabah, each of whom are party to the voting agreement described in (4) above, and each of which holders are the adult children of Mr. Ezra Dabah, and which securities held by such persons Mr. Ezra Dabah may be deemed to beneficially own. The securities held by Moshe Dabah are also separately reported in beneficial ownership reports filed by Mr. Moshe Dabah, an executive officer of the Issuer.

Footnote F7

Includes securities held by an irrevocable trust in the name of Gila Goodman, who is the sister of Ezra Dabah; Isaac Dabah, who is the brother of Ezra Dabah and his spouse; GMM Capital LLC, an entity which Isaac Dabah controls; and Sterling Macro Fund, an entity which Isaac Dabah controls, each of whom are party to the voting agreement described in (4) above, and which securities held by such persons Mr. Ezra Dabah may be deemed to beneficially own.

Footnote F8

The reporting person disclaims ownership of the reported securities except to the extent of his own pecuniary interest therein.