UNDERWRITING AGREEMENT between DIGITAL BRANDS GROUP, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) DIGITAL BRANDS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2022 • 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 subsidiary and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiary, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital L.P. (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:
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • May 10th, 2022 • 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 (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF REVERE SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.
