Exhibit 10.4


 


November 16, 2021


 


RE: Oasis Waiver and Consent


 


Reference is made to that
certain (i) Securities Purchase Agreement dated as of November 16, 2021 (the “Agreement”), by and between Digital Brands Group,
Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company
(“FirstFire”), providing for, among other things, the issuance of a Convertible Promissory Note in the principal amount of
US$2,625,000 (the “Note”), convertible into shares of common stock of the Company (“Common Stock), (ii) Amended and
Restated Securities Purchase Agreement dated as of October 1, 2021 (the “Oasis/FirstFire Purchase Agreement”) by and among
the Company, FirstFire and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”), and (iii) Registration Rights
Agreement, dated August 27, 2021, as amended by the Joinder Agreement and Amendment dated October 1, 2021 (as amended, the “RRA”)
among the Company, Oasis and FirstFire. Capitalized terms used but not defined herein shall have the meanings set forth in the Oasis/FirstFire
Purchase Agreement or the RRA, as applicable.


 


Pursuant to Section 4.16 of
the Oasis/FirstFire Purchase Agreement, the Company agreed not to, without the consent of Oasis and FirstFire, enter into any Variable
Rate Transaction. In addition, pursuant to the RRA, the Company agreed to file a registration statement on Form S-1 covering the Registrable
Securities by October 27, 2021 and for such registration statement to be declared effective by November 27, 2021 (the “Registration
Deadline).


 


In consideration of the issuance
by the Company to Oasis of 50,000 shares of Common Stock, Oasis agrees to consent to, and waive any restrictions contained in the Oasis/FirstFire
Purchase Agreement with respect to, the entry by the Company into the Variable Rate Transaction and the other transactions contemplated
by the Agreement. In addition, in consideration of the issuance by the Company to Oasis of an additional 50,000 shares of Common Stock,
Oasis agrees to permit the extension of Registration Deadline to the date set forth in the Amendment to the RRA dated the date hereof,
and waives any breach for failure to comply with the original Registration Deadline set forth in the RRA. The foregoing shares shall be
included as Registrable Securities under the RRA.


 


The waiver set forth in this
letter constitutes a one-time waiver and is limited to the matters expressly waived herein and should not be construed as an indication
that Oasis has agreed to any modifications to, consent of, or waiver of any other terms or provisions of the RRA or any Transaction Document
or of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may
exist or occur thereunder.


 


The Company shall file a Form
8-K with the Securities and Exchange Commission disclosing the terms of this waiver as proscribed by law.


 


The Company hereby
represents and warrants and covenants to you that nothing contained herein or otherwise disclosed to Oasis by the Company in
connection herewith constitutes material non-public information. As of the date hereof, the Company shall have disclosed all
material, non-public information (if any) provided up to the date hereof to Oasis by the Company or any of its Subsidiaries or any
of their respective officers, directors, employees, affiliates or agents, that has not previously been publicly disclosed by the
Company in a filing with the Securities and Exchange Commission.


 






     


     


    

 


The Company hereby covenants
and agrees that, as of the date hereof, (i) Oasis has no confidentiality or similar obligation under any agreement to the Company, any
of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent and (ii) Oasis has made no agreement
to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent to not purchase
or sell, long and/or short, the Common Stock or any other securities of the Company.


 


[Signature Page Follows]





 






     


     


    

 


	 	Sincerely,
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	 
	 	By:	/s/ Adam Long
	 	 	Adam Long
	 	 	Managing Partner




 


	Acknowledged and Agreed:	 
	 	 
	 	 
	DIGITAL BRANDS GROUP, INC.	 
	 	 
	By:	/s/ John Hilburn Davis IV	 
	 	John Hilburn Davis IV	 
	 	President and Chief Executive Officer