FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2024 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between Digital Brands Group Inc., a company incorporated under the laws 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”).
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:
SERIES A COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Security Agreement • September 5th, 2023 • Digital Brands Group, Inc. • 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).
DIGITAL BRANDS GROUP, INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Securities Agreement • September 5th, 2023 • Digital Brands Group, Inc. • 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 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 ____ 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 Agreement, by and between the Company and H.C. Wainwright & Co., LLC dated as of June 24, 2022, as amended.
AT THE MARKET OFFERING AGREEMENT December 27, 2023At the Market Offering 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:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 1st, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
SERIES B-1 COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Security Agreement • May 7th, 2024 • Digital Brands Group, Inc. • 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Placement Agent Common Stock Purchase Warrant • November 29th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
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 _____, 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). 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.
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”).
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”).
COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Common Stock Purchase Agreement • January 13th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
THIS 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 _____, 20281 (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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Placement Agent Agreement • May 7th, 2024 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
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 November 7, 2029 (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, dated as of May 2, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).
Representative’s Warrant AgreementRepresentative’s 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.
PREFUNDED COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Prefunded Common Stock Purchase Warrant • November 29th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THIS PREFUNDED 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 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 ______ 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).
FORM OF PRE-FUNDED COMMON SHARES PURCHASE WARRANT DIGITAL BRANDS GROUP INC.Warrant Agreement • October 7th, 2024 • Digital Brands Group, Inc. • 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).
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.
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”).
SI Securities, LLCOffering Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • New York
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”).
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.
Placement Agency AgreementPlacement Agency Agreement • October 31st, 2024 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
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”).
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”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 13th, 2018 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of _____________, 2018, by and among Denim.LA, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.” For the avoidance of doubt, each Person that is a party to the Purchase Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2(a) of the Purchase Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
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”).
CLASS C COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Class C Common Stock Purchase Warrant • November 29th, 2022 • Digital Brands Group, Inc. • 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).
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2023 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”).
