PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Digital Brands Group, Inc. • January 13th, 2023 • Retail-apparel & accessory stores
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 13, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Letter, by and between the Company and H.C. Wainwright & Co., LLC dated as of June 24, 2022, as amended.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2023, by and among Digital Brands Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between DIGITAL BRANDS GROUP, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) DIGITAL BRANDS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
The undersigned, DIGITAL BRANDS GROUP, INC., a corporation formed under the laws of the State of Delaware (collectively with its subsidiary and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiary, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital L.P. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
CLASS C COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Digital Brands Group, Inc. • November 29th, 2022 • Retail-apparel & accessory stores • New York
THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Digital Brands Group, Inc.Digital Brands Group, Inc. • September 5th, 2023 • Retail-apparel & accessory stores
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group, Inc., a Delaware corporation (the “Company”), up to 481,875 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DIGITAL BRANDS GROUP, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 4th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof until June 29, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands, Inc., a Delaware corporation (the “Company”), up to Warrant Coverage Number (as defined in the Purchase Agreement) of shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2023, between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 1st, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
SERIES A COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Digital Brands Group, Inc. • September 5th, 2023 • Retail-apparel & accessory stores
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group, Inc., a Delaware corporation (the “Company”), up to 513,875 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of April ___, 2021 (the “Issuance Date”) between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SERIES B-1 COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Digital Brands Group, Inc. • May 7th, 2024 • Retail-apparel & accessory stores • New York
THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 7, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group, Inc., a Delaware corporation (the “Company”), up to 1,027,750 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Denim.LA, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCAgreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • New York
AT THE MARKET OFFERING AGREEMENT December 27, 2023Terms Agreement • December 28th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
Digital Brands Group, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnity Agreement (this “Agreement”), effective as of , is made by and between Digital Brands Group, Inc., a Delaware corporation with executive offices located at (the “Company”), and , of the Company residing at (the “Indemnitee”).
Representative’s Warrant AgreementS Warrant Agreement • May 18th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2022 between Digital Brands Group, Inc., a Delaware corporation (“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 22, 2022, between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and each of the several and the holder(s) of the Company’s Warrants and Notes (as such terms are defined below) (each such holder, an “Investor” and, collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August [____], 2023, between Digital Brands Group, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DIGITAL BRANDS GROUP, INC. REGISTRATION RIGHTS AGREEMENT (BLACKOAK)Registration Rights Agreement • October 5th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September 29, 2022, between the Company and the investors named therein (as may be amended from time to time, the “SPA”). Each of the Holders was issued Registrable Securities further to the SPA.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2021, between Digital Brands Group, Inc. a Delaware corporation (the “Company”), Oasis Capital, LLC (“Oasis”) and FirstFire Global Opportunities Fund, LLC (“FirstFire” and together with Oasis, individually each a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2021 (the “Execution Date”), is entered into by and between DIGITAL BRANDS GROUP, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 16th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 27, 2021 (the “Execution Date”), by and between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • May 10th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF REVERE SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2021, between Digital Brands Group, Inc. a Delaware corporation (the “Company”) and FirstFire Global Opportunities Fund, LLC (“FirstFire” or the “Purchaser”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 27, 2021 (the “Execution Date”), by and between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).
AMENDMENT NO. 7 TO SENIOR CREDIT AGREEMENTSenior Credit Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Utah
This Amendment No. 7 to Senior Credit Agreement (this “ Amendment”) is made and entered into as of March __, 2021, by and among Denim.LA, Inc., a Delaware corporation d/b/a DSTLD (the “Borrower”), the stockholders of the Borrower signatories below (“Stockholders”), bocm3-DSTLD-Senior Debt, LLC, a Utah limited liability company (“First Lender”) and bocm3-DSTLD-Senior Debt 2, LLC, a Utah limited liability company (“Second Lender” and together with the First Lender, the “Lenders”).
SENIOR CREDIT AGREEMENTSenior Credit Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Utah
This SENIOR CREDIT AGREEMENT (this “Agreement”), dated as of March 10, 2017 (the “Effective Date”), is by and among Denim.LA, Inc., a Delaware corporation d/b/a DSTLD (“Borrower”), the stockholders of Borrower signatories below (the “Stockholders”), and bocm3- DSTLD-Senior Debt, LLC, a Utah limited liability company (“Lender”).
FORM OF PRE-FUNDED COMMON SHARES PURCHASE WARRANT DIGITAL BRANDS GROUP INC.Digital Brands Group, Inc. • October 7th, 2024 • Retail-apparel & accessory stores • New York
THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Brands Group Inc., a corporation incorporated under the laws of Delaware (the “Company”), up to ______ Common Shares, subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
StartEngine Capital LLC. Subscription AgreementSubscription Agreement • December 16th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(6) OF THE SECURITIES ACT OF 1933 (THE “ACT”) AND HAVE NOT BEEN REGISTERED UNDER THE ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. NO FEDERAL OR STATE SECURITIES ADMINISTRATOR HAS REVIEWED OR PASSED ON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS FOR THESE SECURITIES. THERE ARE SIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN AND NO RESALE MARKET MAY BE AVAILABLE AFTER RESTRICTIONS EXPIRE. THE PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT WITHOUT A CHANGE IN THEIR LIFESTYLE.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Amendment to Registration Rights Agreement (this “Amendment”) is made effective as of November 16, 2021, by and among Digital Brands Group, Inc., a Delaware corporation (the “Company”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”) (each of the undersigned, a “Party” and collectively, the “Parties”).
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This SECURITY AGREEMENT (the “Security Agreement”) dated as of August 27, 2021, is executed by Digital Brands Group, Inc., a corporation incorporated under the laws of the State of Delaware (the “Debtor”), and Oasis Capital, LLC, a limited liability company organized and existing under the laws of Puerto Rico (the “Secured Party”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between D. Jones Tailored Collection, Ltd., as Seller and Denim.LA, Inc., as Buyer Dated effective as of October 14, 2020Membership Interest Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of October 14, 2020 (the “Effective Date”), is entered into by and between D. Jones Tailored Collection, Ltd., a Texas limited partnership (the “Seller”), and Denim.LA, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 12, 2020 is entered into by and between Bailey 44, LLC, a Delaware limited liability company (“Bailey”), Norwest Venture Partners XI, LP, a Delaware limited partnership (“NVP XI”), and Norwest Venture Partners XII, LP, a Delaware limited partnership (“NVP XII”, each of NVP XI and NVP XII known herein as a “Holder” and together the “Holders”), on the one hand, and Denim.LA, Inc., a Delaware corporation (“Denim”), and Denim.LA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Denim (“Merger Sub”), on the other hand.
