SUBSCRIPTION AGREEMENTSubscription Agreement • August 16th, 2017 • Denim LA, 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.
July 7, 2017 SI Securities, LLC 222 Broadway, Suite 19 New York, NY 10038Offering Agreement • August 16th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores • New York
THIS AGREEMENT is entered into as of July 7, 2017 (the "Effective Date") by and among Denim.LA, Inc. dba DSTLD (the "Company") and SI Securities, LLC ("SI Securities", and together with Company, the “Parties”) regarding its proposed offering of equity, convertible debt, or any other type of financing (the “Securities”) pursuant to Regulation A under Section 3(b) of the Act (the “Offering”) on the terms and subject to the conditions contained herein (the “Agreement”).
SENIOR CREDIT AGREEMENTSenior Credit Agreement • August 16th, 2017 • Denim LA, 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”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 16th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores
This Investment Management Agreement (this “Management Agreement”) among SI Securities, LLC, a New York limited liability company (the “Manager”); and those persons (the “Purchasers”) now or hereafter signing the counterpart signature page to this Management Agreement attached hereto which shall take effect on the date set forth on such below (the “Effective Date”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 16th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of July 14, 2017 (the “Effective Date”), by and among Denim.LA, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), Series A-2 Preferred Stock, $0.0001 par value per share (“Series A-2 Preferred Stock”), Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) and Series Seed Preferred Stock, $0.0001 par value per share (“Series Seed Preferred Stock”), in each case listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Rights Holders” pursuant to Subsections 6.1(a) or 6.2 below, the “Rights Holders”) and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company, severally and not jointly, listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 16th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of July 14, 2017, 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.
DENIM.LA, INC. Joinder AgreementJoinder Agreement • August 16th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores
This Joinder Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the respective Agreements.
