UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses • New York
The undersigned, Kidpik Corp., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
KIDPIK CORP.Stock Option Agreement • May 12th, 2022 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Kidpik Corp. 2021 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”).
Revenue Share Agreement Advance #: 180765Revenue Share Agreement • October 29th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
This Revenue Share Agreement (“Agreement”) is made and entered into as of 10/22/2021 (“Effective Date”) between CFT Clear Finance Technology Corp. (“we”, “us” or “our”) and the company listed below (“you”, “your” or “Company”) (collectively, the “parties,” or individually a “party”). THIS AGREEMENT HAS AN ARBITRATION PROVISION IN SECTION 11.11; PLEASE REVIEW IT CAREFULLY AS IT AFFECTS YOUR RIGHTS.
INVESTMENT AGREEMENTInvestment Agreement • October 6th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses • New York
This INVESTMENT AGREEMENT (“Agreement”) is made as of the 11th day of May 2021, by and between Kidpik Corp., a Delaware corporation (the “Company”), and Sterling Macro Fund (the “Investor”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • September 18th, 2023 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
This Debt Conversion Agreement (this “Agreement”) dated and effective September 18, 2023 (the “Effective Date”), is by and between, Kidpik Corp., a Delaware corporation (the “Company”), and Ezra Dabah, an individual (the “Creditor”), each a “Party” and collectively the “Parties”.
VOTING AGREEMENTVoting Agreement • September 9th, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
THIS VOTING AGREEMENT, effective as of the later of (a) August 31, 2024; and (b) the date of Dabah’s signature on the signature page hereof below (the “Effective Date”), this Voting Agreement (this “Agreement”), is made by and among Ezra Dabah, an individual (“Dabah”) and each of Eva Yagoda, Joia Kazam, Moshe Dabah, Chana Rapaport, Yaacov Dabah, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997, Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah (each a “Stockholder”, and collectively, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2024 is made by and between EF HUTTON YA FUND, LP, (the “Investor”), and KIDPIK CORP., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF STOCKHOLDER REPRESENTATION AGREEMENTRepresentation Agreement • April 1st, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses • New York
The undersigned (“Stockholder”) holds shares of common stock, $0.01 par value per share (“Company Common Stock”) of Nina Footwear Corp., a Delaware corporation (“Nina Footwear”). Kidpik Corp., a Delaware corporation (“Kidpik”), Nina Footwear, Kidpik Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Kidpik (“Merger Sub”), have entered into an Agreement and Plan of Merger and Reorganization dated March 29, 2024 (the “Merger Agreement”), pursuant to which Merger Sub shall be merged with and into Nina Footwear in a reverse triangular merger (the “Merger”), with Nina Footwear to be the surviving corporation of the Merger. In connection with the Merger, Kidpik will issue to the stockholders of Nina Footwear shares of Kidpik Common Stock (the “Restricted Securities”) in a private placement effected in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securitie
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 7th, 2023 • Kidpik Corp. • Retail-catalog & mail-order houses • New York
This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated July 7, 2023, is made by and between Adir Katzav, an individual (“Executive”) and Kidpik Corp., a Delaware corporation (“Kidpik” or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
MASTER ALLONGEMaster Allonge • October 6th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses
This Master Allonge to those certain Convertible Promissory Notes (as hereinafter defined as the “Allonge”) is made and entered into as of the 28th day of April, 2021, by and between the Borrower, Kidpik Corp., a Delaware corporation and the Lenders, (Raine Silverstein & Renee Dabah, co-trustees, u/a/d 02/02/1997, Trust FBO Chana Dabah, Raine Silverstein & Renee Dabah, co-trustees, u/a/d 02/02/1997, Trust FBO Eva Dabah, Raine Silverstein & Renee Dabah, co-trustees, u/a/d 02/02/1997, Trust FBO Joia Dabah, Raine Silverstein & Renee Dabah, co-trustees, u/a/d 02/02/1997, Trust FBO Moshe Dabah, Raine Silverstein & Renee Dabah, co- trustees, u/a/d 02/02/1997, Trust FBO Yaacov Dabah, and Ezra Dabah)
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • June 5th, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses • New York
This Guaranty is made as of May 31, 2024 by Kidpik Merger Sub, Inc., a Delaware corporation (“Merger Sub” collectively any entity that joins in this Guaranty, the “Guarantors”) in favor of EF HUTTON YA FUND, LP (“YA II” or the “Creditor”), with respect to all obligations of KIDPIK CORP. an entity organized under the laws of Delaware (the “Debtor”) owed to the Creditor.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: KIDPIK CORP., a Delaware corporation; KIDPIK MERGER SUB, INC., a Delaware corporation; and NINA FOOTWEAR CORP., a Delaware corporation Dated as of March 29, 2024Agreement and Plan of Merger and Reorganization • April 1st, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 29, 2024, by and among KIDPIK CORP., a Delaware corporation (“Parent”), KIDPIK MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and NINA FOOTWEAR CORP., a Delaware corporation (the “Company”).
Revenue Share Agreement - Inventory Advance #: 185157Revenue Share Agreement - Inventory • October 29th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
This Revenue Share Agreement – Inventory (“Agreement”) is made and entered into as of 10/27/2021 (“Effective Date”) between CFT Clear Finance Technology Corp. (“we”, “us” or “our”) and the company listed below (“you”, “your” or “Company”) (collectively, the “parties,” or individually a “party”). THIS AGREEMENT HAS AN ARBITRATION PROVISION IN SECTION 11.11; PLEASE REVIEW IT CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Clear Finance Technology Corporation Revenue Share Agreement Advance #: 22553Revenue Share Agreement • October 6th, 2021 • Kidpik Corp. • Retail-catalog & mail-order houses • Delaware
This Revenue Share Agreement (“Agreement”) dated 12 / 19 / 2019 (“Effective Date”) is a commercial transaction made between Clear Finance Technology Corporation (“we”, “us” or “our”) and the company listed below (“you”, “your” or “Company”). THIS AGREEMENT HAS AN ARBITRATION PROVISION IN SECTION 9.11; PLEASE REVIEW IT CAREFULLY AS IT AFFECTS YOUR RIGHTS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2024, is between KIDPIK CORP., a company incorporated under the laws of the State of Delaware (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • July 26th, 2024 • Kidpik Corp. • Retail-catalog & mail-order houses
This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”), dated and effective July ___, 2024 (the “Effective Date”), amends that certain Agreement and Plan of Merger and Reorganization dated March 29, 20241 (the “Merger Agreement”), by and between Kidpik Corp., a Delaware corporation (“Parent”), Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Nina Footwear Corp., a Delaware corporation (the “Company”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Merger Agreement.
