UNDERWRITING AGREEMENT between DIGITAL BRANDS GROUP, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several UnderwritersUnderwriting Agreement • December 23rd, 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:
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”).
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.
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 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”).
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”).
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 MERGERMerger Agreement • 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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between Moise Emquies, as Seller and Digital Brands Group, Inc., as Buyer Dated August 30, 2021Membership 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 August 30, 2021 (the “Effective Date”), is entered into by and between Moise Emquies, an individual (“Seller”), and Digital Brands Group, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
ContractWarrant Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Utah
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED. TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE ALSO SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS SET FORTH HEREIN.
SERIES SEED PREFERRED STOCK PURCHASE AGREEMENTSeries Seed Preferred Stock Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of October 10, 2014 by and among Denim.LA, a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT is made and entered into effective as of , 2021 (the “Effective Date”), by and between Digital Brands Group, Inc., a Delaware corporation (the “Company”) with its principal place of business located at , and Jameeka Green Aaron, an individual (“Director”) with her principal residence at 121 Excursion, Irvine CA 92618 .
ContractConvertible Subordinated Promissory Note • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 23rd, 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”).
ContractCredit Agreement & Security Agreement and Management Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to Credit Agreement & Security Agreement and Management Agreement as of the day and year first written above.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 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 “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities 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”).
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This First Amendment to the Membership Interest Purchase Agreement (this “First Amendment”), effective as of December 31, 2020, 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.” All capitalized terms used herein shall have the same meaning ascribed to them in that certain Membership Interest Purchase Agreement, effective as of October 14, 2020, by and between Seller and Buyer (the “MIPA”), unless otherwise provided.
AMENDMENT NO. 5 TO SENIOR CREDIT AGREEMENT & SECURITY AGREEMENTSenior Credit Agreement & Security Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Utah
This Amendment No. 5 to Senior Credit Agreement & Security Agreement (this “Amendment”) is made and entered into as of February 7, 2020, 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”).
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”).
StartEngine Capital LLC. Subscription AgreementSubscription Agreement • December 23rd, 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.
November 16, 2021 RE: FirstFire Waiver and ConsentWaiver and Consent • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
Reference is made to that certain (i) Securities Purchase Agreement dated as of November 16, 2021 (the “Agreement”), by and between Digital Brands Group, Inc. (the “Company”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), providing for, among other things, the issuance of a Convertible Promissory Note in the principal amount of US$2,625,000 (the “Note”), convertible into shares of common stock of the Company (“Common Stock), (ii) Amended and Restated Securities Purchase Agreement dated as of October 1, 2021 (the “Oasis/FirstFire Purchase Agreement”) by and among the Company, FirstFire and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”), and (iii) Registration Rights Agreement, dated August 27, 2021, as amended by the Joinder Agreement and Amendment dated October 1, 2021 (as amended, the “RRA”) among the Company, Oasis and FirstFire. Capitalized terms used but not defined herein shall have the meanings set forth in
JOINDER AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTJoinder Agreement and Amendment to Security Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Joinder Agreement and Amendment to Security Agreement (this “Joinder Agreement”) is made effective as of October 1, 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”).
November 16, 2021 RE: Oasis Waiver and ConsentWaiver and Consent • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
Reference is made to that certain (i) Securities Purchase Agreement dated as of November 16, 2021 (the “Agreement”), by and between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), providing for, among other things, the issuance of a Convertible Promissory Note in the principal amount of US$2,625,000 (the “Note”), convertible into shares of common stock of the Company (“Common Stock), (ii) Amended and Restated Securities Purchase Agreement dated as of October 1, 2021 (the “Oasis/FirstFire Purchase Agreement”) by and among the Company, FirstFire and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”), and (iii) Registration Rights Agreement, dated August 27, 2021, as amended by the Joinder Agreement and Amendment dated October 1, 2021 (as amended, the “RRA”) among the Company, Oasis and FirstFire. Capitalized terms used but not defined herein shall have
