Kids II, Inc. entered into a letter of intent to acquire Summer Infant, Inc. (NasdaqCM:SUMR) from Wynnefield Partners Small Cap Value L.P. I, Wynnefield Partners Small Cap Value Offshore Fund, Ltd., and Wynnefield Partners Small Cap Value L.P., managed by Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan, Inc., Jason Macari and others for $26 million on January 25, 2022. Kids II, Inc. entered into a definitive merger agreement to acquire Summer Infant, Inc. from Wynnefield Partners Small Cap Value L.P. I, Wynnefield Partners Small Cap Value Offshore Fund, Ltd., and Wynnefield Partners Small Cap Value L.P., managed by Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan, Inc., Jason Macari and others on March 16, 2022. Under the terms of the agreement, Summer Infant's stockholders will receive $12 in cash for each share of Summer Infant's common stock that they own. Summer Infant, Inc. will be required to pay a termination fee of $2,310,600. The transaction has been unanimously approved by Summer Infant's Board of Directors, and Wynnefield Capital and Jason Macari, significant stockholders of the Summer Infant, Inc. have signed voting agreements in support of the transaction. In connection with entering into the Merger Agreement, SUMR stockholders holding shares of common stock constituting approximately 53% of SUMR's issued and outstanding common stock have each entered into a Voting and Support Agreement to vote their shares of common stock in favor of the Merger. The transaction is subject to customary closing conditions, including Summer Infant, Inc. stockholder approval, as well as the closing of debt financing by Kids2 to fund the acquisition. As of June 16, 2022, SUMR stockholders approved the transaction. The transaction is expected to close in the second quarter of 2022. As of June 16, 2022, the closing of the transaction is expected to occur on or about June 22, 2022, subject to the satisfaction or permitted waiver of all remaining closing conditions.

Consensus Advisors is acting as financial advisor to SUMR and Elizabeth W. Fraser of Greenberg Traurig, LLP is serving as its legal counsel. The Duff & Phelps' Opinions Practice of Kroll, LLC provided an independent fairness opinion with a service fee of $200,000 to the Board of Directors of SUMR. Lincoln International, LLC is acting as financial advisor to Kids2 and Susan E. Pravda, Gabor Garai, Paul Broude, Christopher Bourne and Nicholas Faleris of Foley & Lardner LLP is serving as its legal counsel. Laurel Hill Advisory Group, LLC acted as information agent with a service fee of $7,500 to SUMR. Continental Stock Transfer & Trust Company acted as transfer agent to SUMR. Consensus Advisors LLC will receive a fee of approximately $1.0 million. Chris Nelms of BDO USA, LLP acted as Due Diligence Provider to Kids2, Inc.

Kids II, Inc. completed the acquisition of Summer Infant, Inc. (NasdaqCM:SUMR) from Wynnefield Partners Small Cap Value L.P. I, Wynnefield Partners Small Cap Value Offshore Fund, Ltd., and Wynnefield Partners Small Cap Value L.P., managed by Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan, Inc., Jason Macari and others on June 22, 2022. Summer Infant®, which includes SwaddleMe®, joins the Kids2 Group umbrella of entities, including renowned brands Baby Einstein®, Ingenuity®, and Bright Starts®.