SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November ____, 2022, 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”).
CLASS B COMMON STOCK PURCHASE WARRANT DIGITAL BRANDS GROUP, INC.Warrant Agreement • November 29th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THIS CLASS B 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 29th, 2022 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
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.
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).
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).
