Exhibit
10.58


 


PROMISSORY
NOTE


 


	$500,000.00
    	Effective
    October 8, 2021


 


FOR
VALUE RECEIVED, the undersigned, Kidpik Corp., a Delaware corporation (the “Borrower”), promises to pay to the
order of Ezra Dabah or permitted assigns (the “Holder”), the principal sum of One Hundred Thousand ($500,000) dollars,
being payable in lawful money of the United States of America, at the principal office of the Borrower, or at such place as the Holder
may designate in writing. Subject to Section 1.1 hereof, the principal on this Note shall mature and the entire unpaid balance shall
become due and payable in full on January 15, 2022 (the “Maturity Date”). This Note shall not accrue interest.


 


1.
Automatic Repayment.


 


1.1
Sale of Borrower. If, prior to repayment, the Borrower commits to a Sale of the Borrower (as defined below), then the outstanding
principal under this Convertible Promissory Note (the “Note”) shall automatically and without any action of the Holder
be paid at 110% of the then outstanding principal. A “Sale of the Borrower” shall mean (i) the sale or transfer of
fifty percent (50%) or more of the outstanding voting capital stock of the Borrower, (ii) the sale, lease, transfer, exclusive license
or other disposition, in a single transaction or series of related transactions, by the Borrower or any subsidiary of the Borrower of
all or substantially all the assets of the Borrower and its subsidiaries taken as a whole, or the sale or disposition (whether by merger
or otherwise) of one or more subsidiaries of the Borrower if substantially all of the assets of the Borrower and its subsidiaries taken
as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition
is to a wholly-owned subsidiary of the Borrower, or (iii) the consolidation, merger or reorganization of the Borrower into any other
entity, in which the Borrower is not the surviving entity and in which the stockholders of the Borrower existing prior to the transaction
hold less than fifty percent (50%) of the outstanding voting capital stock of the surviving entity, immediately following such transaction.


 


2.
Default. In the case of one or more of the following events (each, a “Default”) (i) the Borrower fails
to pay when due any payment of principal or interest hereof or (ii) the Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due; (iii) the Borrower applies for a trustee, receiver or other custodian
for it or a substantial part of its property; (iv) a trustee, receiver or other custodian is appointed for the Borrower or for a substantial
part of its property; or (v) any bankruptcy, reorganization, debt arrangement, or other case of proceeding, is commenced in respect of
the Borrower; then, upon the occurrence of any such Default, the Holder may, without notice, declare the unpaid principal and interest
on this Note, and all other obligations of the Borrower to the Holder, at once due and payable, whereupon such principal, interest and
other obligations shall become at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to
exercise the same at any other time.


 




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3.
Waiver of Certain Rights. Subject to any applicable notice periods, all parties to this Note, including the maker and any
sureties, endorsers, or guarantors, hereby waive protest, presentment, notice of dishonor, and notice of acceleration of maturity and
agree to continue to remain bound for the payment of principal, interest and all other sums due under this Note notwithstanding any change
or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension
or extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change
or changes and agree that the same may be without notice or consent of any of them.


 


4.
Enforcement. Upon any Default, the Holder may employ an attorney to enforce the Holder’s rights and remedies and the
maker, principal, surety, guarantor and endorsers of this Note hereby agree to pay to the Holder reasonable attorneys’ fees, plus
all other reasonable expenses incurred by the Holder in exercising any of the Holder’s rights and remedies upon default. The rights
and remedies of the Holder as provided in this Note shall be cumulative and may be pursued singly, successively, or together against
any other funds, property or security held by the Holder for payment or security, in the sole discretion of the Holder. The failure to
exercise any such right or remedy shall not be a waiver or release of such rights or remedies or the right to exercise any of them at
another time.


 


5.
Miscellaneous.


 


5.1
Successors and Assigns. This Note, and the obligations and rights of the Borrower hereunder, shall be binding upon and inure
to the benefit of the Borrower, the Holder, and their respective heirs, personal representatives, successors and permitted assigns (which
shall include a transfer by a Holder which is an entity to a wholly owned subsidiary of such entity, a transfer by a Holder which is
a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired
partner, or a transfer by a Holder which is a limited liability company to a member of such limited liability company or a retired member
or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject
to the terms of this Note), except that the Holder may not assign or transfer any of its rights or obligations under this Note, by negotiation
or otherwise, without the prior written consent of the Borrower and then only upon the assignee’s entering into a joinder agreement,
in form and substance satisfactory to the Borrower, whereby such assignee becomes a party to, and bound by, the terms of this Note.


 


5.2
Amendment. Changes in or amendments or additions to this Note may only be made, or compliance with any term, covenant, agreement,
condition or provision set forth herein may only be omitted or waived (either generally or in a particular instance and either retroactively
or prospectively), upon written consent of the Borrower and the Holder.


 


5.3
Payments. All payments shall be made in such coin and currency of the United States of America as at the time of payment shall
be legal tender therein for the payment of public and private debts.


 







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5.4
Notices. All notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered
by reliable overnight courier service, or delivered by hand, to the Borrower or to the Holder at their respective addresses set forth
below or to such other address as may be furnished in writing to the other party hereto and shall be effective upon receipt:


 


If
to the Borrower:


 


Kidpik
Corp.


200
Park Avenue South 3rd Floor


New
York, NY 10003


Attn:
Chief Executive Officer


 


With
a copy to:


 


Kidpik
Corp.


200
Park Avenue South 3rd Floor


New
York, NY 10003


Attn:
Chief Financial Officer


 


If
to the Holder, to such address as the original purchaser of this Note shall have provided to the Company, as may be amended hereafter
by written notice by such Holder to the Borrower delivered as aforesaid; or, in any case, at such other address or addresses as shall
have been furnished in writing by such party to the other party. All such notices, requests, consents and other communications shall
be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of mailing, on the
fifth business day following the date of such mailing and (c) in the case of overnight courier, on the second next business day.


 


5.5
Governing Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of New York, without regard to the conflicts of laws provisions thereof.


 


5.6
Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof.


 


5.7
Headings. The headings used in this Note are used for convenience only and are not to be considered in construing or interpreting
this Note.


 


IN
WITNESS WHEREOF, the Borrower and the Holder have caused this Note to be executed as of the day and year first above written.


 


	 	KIDPIK
    CORP.
	 	 	 
	 	 	 /s/ Ezra Dabah 

	 	Name: 	Ezra
    Dabah
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	October
    8, 2021


 







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