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, 2024Merger Agreement • 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”).
FORM OF STOCKHOLDER REPRESENTATION AGREEMENTStockholder Representation 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
