Lazar David E. bought ATER

Footnotes

On April 27, 2026, David E. Lazar (the "Reporting Person") and Aterian, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares"), at a price of $2.00 per share, for a total purchase price of $3,500,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing promptly following the receipt of Stockholder Approval (as defined below), 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Shares" and, together with the Series AA Preferred Shares, the "Preferred Shares"), at a price of $2.00 per share, for an additional purchase price of $3,500,000.; The Preferred Shares are not convertible into common stock until stockholders approve the issuance of common stock upon conversion in compliance with Nasdaq rules and an increase in authorized common stock, and the Company files a corresponding charter amendment (the "Stockholder Approvals"). The closing on the Series AAA Preferred Shares is also subject to stockholder approval of additional matters, including the election of Reporting Person designees to the Board and a reverse stock split. Following the Stockholder Approval, each Series AA Preferred Share will be convertible into 7.7 shares of common stock, and each Series AAA Preferred Share will be convertible into a minimum of 117.63 and maximum of 135.10 shares of common stock, based on the Company's fully-diluted capitalization as determined under the Purchase Agreement.; Following receipt by the Company of the Stockholder Approval, the Preferred Shares will be convertible into shares of common stock at the option of the Reporting Person for no additional consideration.; Each class of Preferred Stock is perpetual and therefore has no expiration date.