UNDERWRITING AGREEMENT between DIGITAL BRANDS GROUP, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters DIGITAL BRANDS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2021 • 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 subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (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:
ContractConsulting Agreement • May 11th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into as of th is s•h day of April, 202 1 (the "Effective Date"), by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the "Consultant") and located at 13600 Carr 968, Apt 64, Rio Grande, PR 00745, and Digital Brands Group, Inc., a Delaware corporation (the "Company") and having its principal place of busi ness at 1400 Lavaca Street, Austin, TX 7870 I . The Company and Consultant are collectively refe1Ted to herein as the "Parties". W HEREAS , the Company is an apparel company that sells both direct to consumer and wholesale by focusing on a customer's "closet share" and leveragi ng their data and personalized customer cohorts to create targeted content. WHEREAS, Consultant is operati ng as a financia l and business consultant; WHER EAS, the Com pan y desires to retain Consultant, and Consultant desire to be retained by the Company; NOW, THEREFORE, in consider
SECOND AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 11th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
This Second Amendment to the Membership Interest Purchase Agreement (this “Second Amendment”), dated May 10, 2021 (the "Effective Date"), is entered into by and between D. Jones Tailored Collection, Ltd., a Texas limited partnership (the “Seller”), and Digital Brands Group, Inc., a Delaware corporation (formerly known as Denim.LA, Inc., the “Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them in that certain Membership Interest Purchase Agreement, dated as of October 14, 2020, by and between Seller and Buyer (the “MIPA”) or that certain First Amendment to the Membership Interest Purchase Agreement, dated as of December 31, 2020, by and between Seller and Buyer (the “First Amendment”).
