WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • June 27th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores
This Waiver and Amendment Agreement (this “Agreement”) is entered into as of June 21, 2023 (the “Effective Date”), by and among Digital Brands Group, Inc. (the “Company”), Norwest Venture Partners XI, LP (“NVP XI”), and Norwest Venture Partners XII, LP (“NVP XII” and together with NVP XI, the “NVP Parties”). Each of the Company, Norwest Venture Partners XI, LP, and Norwest Venture Partners XII, LP are individually a “Party” and collectively, the “Parties”. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in that certain Merger Agreement, as defined below.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • June 27th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Texas
This SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this 21st day of June, 2023 (the “Effective Date”), by and among Drew Jones (“Jones”), D. Jones Tailored Collection, Ltd. (“D. Jones” or “Purchaser”), Harper & Jones, LLC (“H&J”, and collectively with Jones and D. Jones, the “Jones Parties”), Digital Brands Group, Inc. (“DBG” or “Seller”), and John Hilburn Davis IV (“Davis” and collectively with DBG, the “DBG Parties”) (the Jones Parties and the DBG Parties collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2023 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2023, is by and among Digital Brands Group, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule I (individually, a “Investor” and collectively, the “Investors”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONDigital Brands Group, Inc. • June 27th, 2023 • Retail-apparel & accessory stores
We have been involved in a dispute with the former owners of H&J regarding our obligation to “true up” their ownership interest in our company further to that membership interest purchase agreement dated May 10, 2021 whereby we acquired all of the outstanding membership interests of H&J (as amended, the “H&J Purchase Agreement”). Further to the H&J Purchase Agreement, we agreed that if, at May 18, 2022, the one year anniversary of the closing date of our initial public offering, the product of the number of shares of our common stock issued at the closing of such acquisition multiplied by the average closing price per share of our shares of common stock as quoted on the NasdaqCM for the thirty (30) day trading period immediately preceding such date plus the gross proceeds, if any, of shares of our stock issued to such sellers and sold by them during the one year period from the closing date of the offering does not exceed the sum of $9.1 million, less the value of any shares of common
