Common use of SELLING SECURITYHOLDERS Clause in Contracts

SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of Common Stock and warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of Securityholders pursuant to the warrantsMPA. For additional information regarding the issuances of those shares of Common Stock and warrantsStock, see “Private Placement of Common Stock and WarrantsStock” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the WarrantsStock, the Selling Securityholders have not had any material relationship with us within the past three years, except as contemplated by the MPA. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrantsStock, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued and issuable to the Selling Securityholders Securityholders, as described in the “Private Placement of Common Stock and WarrantsStock” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of Common Stock and warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the shares of Common Stock in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrants, as of ________, 2022202_, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Common Stock and/or shares of Common Stock underlying Warrants and/or Common Stock Notes, as the case may be (the “Registrable Securities”) of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

SELLING SECURITYHOLDERS. The shares of Common Stock common stock being offered by the Selling Securityholders are those previously selling securityholders were issued pursuant to the Selling Securityholdersa Securities Purchase Agreement, dated as of May 5, 2004, and those are issuable to the Selling Securityholders, upon exercise of additional investment rights, which were also issued pursuant to the warrantsSecurities Purchase Agreement. For additional information regarding the issuances issuance of those these shares of Common Stock common stock and warrantsthe additional investment rights, see “Private Placement of Common Stock Shares and WarrantsAdditional Investment Rights” above. We are registering the shares of Common Stock common stock in order to permit the Selling Securityholders selling securityholders to offer the shares for resale from time to time. Except for the ownership of the these shares of Common Stock common stock and the Warrantsadditional investment rights, the Selling Securityholders selling securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders selling securityholders and other information regarding the beneficial ownership of the shares of Common Stock common stock by each of the Selling Securityholdersselling securityholders. The second column lists the number of shares of Common Stock common stock beneficially owned by each Selling Securityholderselling securityholder, based on its ownership of the shares of Common Stock common stock and warrantsthe additional investment rights issued pursuant to the May 2004 private placement, as of ________[ ], 20222004, assuming exercise of all of the warrants additional investment rights held by the Selling Securityholders selling securityholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of Common Stock common stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsselling securityholders. The fourth column assumes the sale of all of the shares of Common Stock offered by the Selling Securityholders selling securityholders pursuant to this prospectus. Under the terms of the warrantsadditional investment rights, a Selling Securityholder selling securityholder may not exercise warrants the additional investment rights, to the extent such exercise would cause such Selling Securityholderselling securityholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of Common Stock common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock common stock following such exercise, excluding for purposes of such determination shares of Common Stock common stock issuable upon exercise of such warrants which the additional investment rights that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Securityholders selling securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock Smithfield Fiduciary LLC (the “Registrable Securities”1) of Digital Brands GroupHighbridge/Xxxxx Special Opportunities Fund, Inc.L.P. (2) Highbridge/Xxxxx Special Opportunities Fund, a Delaware corporation Ltd. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”2) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 Third Avenue Fund on behalf of the Securities Act of 1933, as amended (the “Securities Act”), Third Avenue Real Estate Value Fund Series 304,980 Third Avenue Fund on behalf of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.Third Avenue Small Cap Value Fund Series 274,600

SELLING SECURITYHOLDERS. The shares of Common Stock Shares being offered by the Selling Securityholders are those Shares previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrantsPre-funded Warrants or Warrants. For additional information regarding the issuances of those shares of Common Stock the Shares, Pre-funded Warrants and warrantsWarrants, see “"Private Placement of Common Stock Shares, Pre-Funded Warrants and Warrants” " above. We are registering the shares of Common Stock Shares and Warrant Shares in order to permit the Selling Securityholders to offer the shares Shares and Warrant Shares for resale from time to time. Except for the ownership of the shares of Common Stock Company's securities, including the Shares, Pre-funded Warrants and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock Shares by each of the Selling Securityholders. The second column lists the total number of shares of Common Stock Shares beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock Company's securities, including the Shares, Pre-funded Warrants and warrantsWarrants, as of ________, 20222023, assuming exercise of the warrants Pre-funded Warrants and Warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock Shares being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock Shares issued to the Selling Securityholders selling shareholders in the “"Private Placement of Common Stock Shares, Pre-Funded Warrants and Warrants” " described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrantsWarrant Shares, determined as if the outstanding warrants Pre-funded Warrants and Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsPre-funded Warrants or Warrants. The fourth column assumes the sale of all of the shares Common Shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrantsPre-funded Warrants and Warrants, a Selling Securityholder may not exercise warrants Pre-funded Warrants or Warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock Shares which would exceed 4.99% or 9.99%, as applicable, of our the Company's then outstanding shares of Common Stock Shares following such exercise, excluding for purposes of such determination shares of Common Stock Warrant Shares issuable upon exercise of such warrants Pre-funded Warrants or Warrants which have not been exercised. The number of shares Common Shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders Securityholder may sell all, some or none of their shares Shares or Warrant Shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of shares of Warrants and/or Common Stock Shares (the “"Registrable Securities”") of Digital Brands Group, KWESST Micro Systems Inc., a Delaware corporation formed under the laws of British Columbia, Canada (the “"Company”"), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “"Commission”") a registration statement (the “"Registration Statement”") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “"Registration Rights Agreement”") to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder selling shareholder in the Registration Statement and the related prospectus.

SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, Securityholders upon exercise of the warrantsConvertible Notes. For additional information regarding the issuances of those shares of Common Stock and warrantsunderlying the Convertible Notes, see “Private Placement of Common Stock and WarrantsConvertible Notes” above. We are registering the shares of Common Stock underlying the Convertible Notes in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the WarrantsStock, the Selling Securityholders have not had any material relationship with us within the past three years, except as contemplated by the BCA. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrantsStock, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale 200% of the sum of (i) the number of shares of Common Stock issued issuable to the Selling Securityholders upon conversion of the Convertible Notes, as described in the “Private Placement of Common Stock and WarrantsConvertible Notes” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc.Health Acquisition Corp., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

SELLING SECURITYHOLDERS. The notes and shares of Common Stock being common stock issuable upon conversion of the notes that may be offered pursuant to this prospectus will be offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrantsselling securityholders. For additional information regarding the issuances issuance of those notes and the shares of Common Stock and warrantscommon stock issuable upon conversion of the notes, see “"Private Placement of Common Stock and Warrants” Convertible Notes" above. We are registering the notes and shares of Common Stock common stock issuable upon conversion of the notes in order to permit the Selling Securityholders selling stockholders to offer the notes and the shares of common stock issuable upon conversion of the notes for resale from time to time. Except for the ownership of the shares of Common Stock and notes issued pursuant to the WarrantsSecurities Purchase Agreement, the Selling Securityholders selling stockholders have not had any material relationship with us within the past three years. The following table below lists sets forth the Selling Securityholders selling securityholders and other information regarding the beneficial ownership of the shares of Common Stock common stock and notes by each of the Selling Securityholdersselling securityholders. The second column lists the principal amount of notes benefically owned by each selling securityholder as of ________, 200_. The third column lists the number of shares of Common Stock common stock beneficially owned by each Selling Securityholderselling securityholder, based on its ownership of the shares of Common Stock and warrantsnotes, as of ________, 2022200_, assuming exercise conversion of the warrants all notes held by the Selling Securityholders selling securityholders on that date, without regard to any limitations on exercisesconversions. The third fourth column lists the shares of Common Stock notes being offered by this prospectus by each selling securityholder. The fifth column lists the Selling Securityholdersshares of common stock being offered by this prospectus by each selling securityholder. In accordance with the terms of a registration rights agreement with among the Selling SecurityholdersCompany and the selling securityholders, this prospectus generally covers the resale of the sum of (i) notes and the number of shares of Common Stock common stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock or issuable upon exercise conversion of the related warrants, determined as if the outstanding warrants were exercised in full notes as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding notes may be adjusted, the applicable date number of determination and shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The sixth column assumes the sale of all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsnotes offered by the selling securityholders pursuant to this prospectus. The fourth seventh column assumes the sale of all of the shares of common stock offered by the Selling Securityholders selling securityholders pursuant to this prospectus. Under the terms of the warrantsnotes, a Selling Securityholder selling securityholder may not exercise warrants convert the notes to the extent such exercise conversion would cause such Selling Securityholderselling securityholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of Common Stock common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock common stock following such exerciseconversion, excluding for purposes of such determination shares of Common Stock common stock issuable upon exercise conversion of such warrants the notes which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Securityholders selling securityholders may sell all, some or none of their notes or shares of common stock issuable upon conversion of the notes in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock " PRINCIPAL MAXIMUM MAXIMUM AMOUNT AT NUMBER OF NUMBER OF MATURITY NUMBER OF NOTES TO SHARES TO NUMBER OF OF NOTES SHARES BE SOLD BE SOLD NOTES NUMBER OF BENEFICIALLY OWNED PURSUANT PURSUANT OWNED SHARES OWNED OWNED PRIOR PRIOR TO TO THIS TO THIS AFTER AFTER NAME OF SELLING SECURITYHOLDER TO OFFERING OFFERING PROSPECTUS PROSPECTUS OFFERING OFFERING ------------------------------ ------------ --------- ---------- ---------- --------- ------------ Highbridge International LLC (the “Registrable Securities”1) of Digital Brands 0 Capital Ventures International Cornell Capital Partners, LP Cranshire Capital L.P. D.B. Xxxxx Special Opportunities Fund, LTD X.X. Xxxxx Special Opportunities Fund, LP Enable Growth Partners LP Evolution Master Fund Ltd. SPC, Segregated Portfolio M GLG Market Neutral Fund Xxxxxx Bay Fund XX Xxxxxx Bay Overseas Fund Ltd Iroquois Master Fund Ltd. Kamunting Street Master Fund, Ltd Kings Road Investments Ltd. LBI Group, Inc.Inc. Portside Growth and Opportunity Fund Radcliffe SPC, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities Ltd. For and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 on behalf of the Securities Act of 1933Class A Segregated Portfolio Xxxxxxxx Investment Master Fund, as amended (the “Securities Act”)Ltd Xxxxxxx Capital Management, of the Registrable SecuritiesXX XX Silver Oak Capital, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.LLC UBS X'Xxxxxx LLC fbo X'Xxxxxx PIPES Corporate Strategies Master Limited UBS X'Xxxxxx LLC fbo X'Xxxxxx Global Convertible Arbitrage II Master Limited UBS X'Xxxxxx LLC fbo X'Xxxxxx Global Convertible Arbitrage Master Limited

SELLING SECURITYHOLDERS. The Notes, Warrants, and shares of Common Stock common stock being offered by the Selling Securityholders selling securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, upon exercise of the warrantsselling securityholders. For additional information regarding the issuances of those shares of Common Stock and warrantsthe Securities, see “"Private Placement of Common Stock and Warrants” Units" above. We are registering the shares of Common Stock in order Notes, Warrants, Warrant Shares and Conversion Shares to permit the Selling Securityholders selling securityholders to offer the shares Securities for resale from time to time. Except for the ownership of the shares of Common Stock and the WarrantsSecurities, the Selling Securityholders selling securityholders have not had any material relationship with us within the past three years. The table below lists the Selling Securityholders selling securityholders and other information regarding the beneficial ownership of the shares of Common Stock Securities by each of the Selling Securityholdersselling securityholder. The second column lists the number of shares of Common Stock common stock beneficially owned by each Selling Securityholderselling securityholders, based on its ownership of the shares of Common Stock common stock, Warrants and warrantsNotes, as of ________May 8, 20222018, assuming exercise of the warrants Warrants and conversion of the Notes held by the Selling Securityholders selling securityholders on that date, without regard to any limitations on exercises. The third column lists the Notes beneficially owned by the selling securityholders. The fourth column lists the Warrants beneficially owned by the selling securityholders. The fifth column lists the shares of Common Stock common stock being offered by this prospectus by the Selling Securityholdersselling securityholder. The sixth column lists the Notes being offered by this prospectus by the selling securityholder. The seventh column lists the Warrants being offered by this prospectus by the selling securityholder. In accordance with the terms of a registration rights agreement with the Selling Securityholdersselling securityholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock common stock issued to the Selling Securityholders selling securityholders in the “Private Placement of Common Stock private placement and Warrants” described above and (ii) the maximum number of shares of Common Stock common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders selling securityholders pursuant to this prospectus. Under the terms of the warrantsWarrants and Notes, a Selling Securityholder selling securityholder may not exercise warrants the Warrants or convert the Notes to the extent such exercise or conversion would cause such Selling Securityholderselling securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock common stock following such exercise, excluding for purposes of such determination shares of Common Stock common stock issuable upon exercise of such warrants the Warrants which have not been exercisedexercised or Notes which have not been converted. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Securityholders selling securityholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus."

SELLING SECURITYHOLDERS. The shares of Common Stock being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling Securityholders, Securityholders upon exercise of the warrantsConvertible Notes. For additional information regarding the issuances of those shares of Common Stock and warrantsunderlying the Convertible Notes, see “Private Placement of Common Stock and WarrantsConvertible Notes” above. We are registering the shares of Common Stock underlying the Convertible Notes in order to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock and the WarrantsStock, the Selling Securityholders have not had any material relationship with us within the past three years, except as contemplated by the SPA. The table below lists the Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based on its ownership of the shares of Common Stock and warrantsStock, as of ________, 2022, assuming exercise of the warrants held by the Selling Securityholders on that date, without regard to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Securityholders. In accordance with the terms of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale 200% of the sum of (i) the number of shares of Common Stock issued issuable to the Selling Securityholders upon conversion of the Convertible Notes, as described in the “Private Placement of Common Stock and WarrantsConvertible Notes” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus. Under the terms of the warrants, a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Warrants and/or Common Stock (the “Registrable Securities”) of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.