Scott W. Absher - 15 Oct 2023 Form 4 Insider Report for ShiftPixy, Inc.

Footnote F1

The Reporting Person received 4,744,234 shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock") upon conversion of 4,744,234 shares of the Issuer's Preferred Class A Stock, par value $0.0001 per share ("Preferred Stock"). (See note 15.)

Footnote F2

The Reporting Person paid a total of $474.42 to exercise an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There was no additional cost to convert the shares of Preferred Stock to Common Stock.

Footnote F3

Prior to the reported transaction, the Reporting Person held 6,042 shares (145,000 shares as adjusted for the reverse stock split that went into effect on October 14, 2023) of the Issuer's Common Stock. Excludes 13 shares of common stock underlying options exercisable within 60 days of October 16, 2023.

Footnote F4

The Reporting Person exercised an option, received on 8/22/2023, to acquire 4,744,234 shares of Preferred Stock. (See note 2.)

Footnote F5

Only a single option instrument provided for the exercise and the right to receive the shares of Preferred Stock; upon exercise the single option was concluded.

Footnote F6

The option was exercisable at any time following its issuance, subject to the conditions that the Company complete a reverse stock split and that the Reporting Person donation between 5 and 10% of his shares of Common Stock to one or more charitable organizations. The conditions were fulfilled prior to Reporting Person's exercise of the option.

Footnote F7

The option expires 12 months following the Issuer's reverse split, if any, of its Common Stock, following the issuance of the option.

Footnote F8

No cost was assigned to the option inasmuch as it was in the nature of an award for the Reporting Person's past actions. The option was issued to the Reporting Person to compensate him for assisting the Issuer to secure compliance with Nasdaq's public float requirements in 2022, in connection with a reverse stock split, by donating nearly all of his previously held shares of Common Stock to 5 different charities. (See note 2.)

Footnote F9

Following exercise of the option, the Reporting Person received 4,744,234 shares of the Issuer's Preferred Stock; the Reporting Person holds no other options for the Issuer's Preferred Stock.

Footnote F10

The Reporting Person paid a total of $474.42 in exercising an option to obtain the 4,744,234 shares of Preferred Stock. The price excludes amounts paid to obtain the option. (See note 8.) There is no additional cost to convert the shares of Preferred Stock to Common Stock.

Footnote F11

The Reporting Person acquired 4,744,234 shares of Preferred Stock upon the exercise of an option. (See note 4.)

Footnote F12

The shares of Preferred Stock are convertible to Common Stock at any time.

Footnote F13

There was no expiration date on the ability of the Reporting Person to convert the shares of Preferred Stock to Common Stock.

Footnote F14

No price was required to be paid to convert the shares of Preferred Stock to shares of Common Stock. (See note 2.)

Footnote F15

The Reporting Person converted 4,744,234 shares of Preferred Stock to 4,744,234 shares of Common Stock. (See note 1.)

Footnote F16

Following the reported transaction, the Reporting Person holds no additional shares of the Issuer's Preferred Stock.