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 18th, 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 • May 18th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of May 18, 2021 (the “Issuance Date”) between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Representative’s Warrant AgreementS Warrant Agreement • May 18th, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
