Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 27, 2021 (the “Execution Date”), is entered into by
and between DIGITAL BRANDS GROUP, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto
Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the
parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


The Company has agreed, upon
the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Seventeen - Million Five Hundred Thousand
Dollars ($17,500,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following terms
shall have the following meanings:


 


a.            “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section 9
and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions
of this Agreement.


 


b.            “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.            “Register,”
 “Registered,” and “Registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities
Act or any successor rule providing for the offering of securities on a continuous basis (“Rule 415”), and
the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission
(the “SEC”).


 






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d.            “Registrable
Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to
time be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to the
Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares
of capital stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares of capital
stock issued or issuable with respect to the Put Shares, Commitment Shares and the Purchase Agreement as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under
the Purchase Agreement.


 


e.            “Registration
Statement” means one or more registration statements of the Company on Form S-1 covering the resale of the Registrable
Securities including the Initial Registration Statement and any New Registration Statement or Other Registration Statement (each as defined
herein).


 


		2.	REGISTRATION.



 


a.            Mandatory
Registration. The Company shall, by December 31, 2021, file with the SEC an initial Registration Statement on Form S-1 covering
the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations
and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415
under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”).
The Initial Registration Statement shall register only Registrable Securities. The Company shall use its reasonable best efforts to have
the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible date.


 


b.            Rule 424
Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable securities regulations,
from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses and prospectus
supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration Statement. The Investor
and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior to its filing with the SEC, and
the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon any
prospectus within two (2) business days from the date the Investor receives the final pre-filing version of such prospectus.


 


c.            Sufficient
Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement is
insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file a new
Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities
(subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than ten
(10) business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to
Rule 415 under the Securities Act. The Company shall use its reasonable best efforts to cause such amendment and/or New
Registration Statement to become effective as soon as practicable following the filing thereof. In the event that any of the
Registrable Securities are not included in the Initial Registration Statement, or have not been included in any New Registration
Statement, and the Company files any other registration statement under the Securities Act (other than on Form S-4,
Form S-8, or with respect to other employee related plans or rights offerings) (an “Other Registration
Statement”), then the Company shall include in such Other Registration Statement first all of such Registrable Securities
that have not been previously Registered, and second any other securities the Company wishes to include in such Other Registration
Statement. The Company agrees that it shall not file any such Other Registration Statement unless all of the Registrable Securities
have been included in such Other Registration Statement or otherwise have been Registered for resale as described above.


 






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d.            Effectiveness.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any
amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the
Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective,
including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the
Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which
the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the
Securities Act without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)) and
(ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain
issuable under the Purchase Agreement (the “Registration Period”). In the event that any Registration Statement
filed hereunder is no longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall
provide an opinion upon request of the Investor that the Investor may sell any such Registrable Securities held by the Investor
pursuant to Rule 144 with all costs related to such opinion to be borne by the Company. Each Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.


 


e.            Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become
or remain effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices)
by comment letter or otherwise, or if after the filing of the Initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration
Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with
the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and
be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or
more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been
included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the
Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register
Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with
any requirement of the SEC or the Staff as addressed in this Section 2(e).


 












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		3.	RELATED OBLIGATIONS.



 


With respect to a Registration
Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on any Other Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with
the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.            The
Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements to
any Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration Statement
and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply
with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the
Registration Statement or applicable Other Registration Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration
statement.


 


b.            The
Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement and all amendments
and supplements thereto at least two (2) business days prior to their filing with the SEC, and not file any document in a form to
which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any
Other Registration Statement and any amendments or supplements thereto within two (2) business days from the date the Investor receives
the final version thereof. The Company shall furnish to the Investor, without charge, and within one (1) business day, any comments
and/or any other correspondence from the SEC or the Staff to the Company or its representatives relating to the Registration Statement
or any Other Registration Statement. The Company shall respond to the SEC or the Staff, as applicable, regarding the resolution of any
such comments and/or correspondence as promptly as practicable and in any event within two weeks upon receipt thereof.


 


c.            Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of
the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the
Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the
Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor.
For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished
to the Investor” hereunder.


 






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d.            The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of Puerto Rico and such other jurisdictions in the United
States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-
effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of
the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws
of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose.


 


e.            As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the
Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment thereto has become effective (notification of such effectiveness shall be delivered to the Investor
by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments
or supplements to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate.


 


f.            The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating to any Registration Statement under
which Registrable Securities are Registered, the Company shall notify the Investor of the issuance of such order and use its best efforts
to address such comments in a manner satisfactory to the SEC.


 


g.            The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under
the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 






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h.            The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the
Registrable Securities to be offered pursuant to any Registration Statement. “DWAC Shares” means shares of Common
Stock that are (i) issued in electronic form,
(ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the
Investor’s or its designee’s specified DWAC account with The Depository Trust Company (“DTC”) under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


i.             The
Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.


 


j.             If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information relating solely to the Investor as the Investor believes should be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities
being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all
required filings of such prospectus supplement or post- effective amendment as soon as practicable upon notification of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement.


 


k.            The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


l.             Within
one (1) business day after any Registration Statement which includes Registrable Securities is declared effective by the SEC, or
any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.
Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written confirmation
whether or not (i) the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) (ii) any comment letter has been issued by the SEC and (iii) whether or not the Registration Statement
is current and available to the Investor for sale of all of the Registrable Securities.


 


m.            The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.


 












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		4.	OBLIGATIONS OF THE INVESTOR.



 


a.            The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any
Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan
of Distribution” sections, each in substantially the form provided to the Company by the Investor.


 


b.            The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement hereunder.


 


c.            The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop
order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly
issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which
the Investor has not yet settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable expenses, other
than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and
3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company (but not counsel for the Investor), shall be paid by the Company.


 






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		6.	INDEMNIFICATION.



 


a.            To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls or is under common control with the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor within
the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement, any Other Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or
alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of
the Registrable Securities pursuant to a Registration Statement or any Other Registration Statement or (iv) any material
violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
 “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are
due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for
use in connection with the preparation of a Registration Statement, any Other Registration Statement or any such amendment thereof
or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e);
(ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person
asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected
in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing
not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such
advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to
cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.


 






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b.            Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is
to be made against the Company under this Section 6, deliver to the Company a written notice of the commencement
thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the
defense thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an
Indemnified Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the
reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company
would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party
represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the Company in connection with any
negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably
available to the Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Person
fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall
not be liable for any settlement of any action, Claim or proceeding effectuated without its written consent, provided, however, that
the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the consent of the
Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in
respect to such Claim or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated to all
rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of
any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except to
the extent that the Company is prejudiced in its ability to defend such action.


 


c.            The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.            The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person
against the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To the extent any indemnification
by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to any amounts for which
it would otherwise be liable under Section 6 to the fullest extent permitted by law.


 






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		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:








 


a.            make
and keep “current public information” available, as such term is understood and defined in Rule 144;


 


b.            file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;


 


c.            furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and


 


d.            take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
Transfer Agent as may be requested from time to time by the Investor at the Company’s expense and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether
or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without
having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, or any Investor as assignee pursuant
to this Section 9. The Buyer, or any Investor, may not assign its rights under this Agreement without the written consent
of the Company other than to an affiliate of such Investor.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


		11.	MISCELLANEOUS.



 


a.            A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner
of such Registrable Securities.


 






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b.            Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses for such communications shall be:


 


If to the Company:


 


Digital Brands Group, Inc.


1400 Lavaca Street


Austin, TX 78701


Attention: Hil Davis


E-mail: hil@dstld.la


Phone:


 


with a copy to (that shall not constitute
notice)


Manatt, Phelps & Phillips LLP


695 Town Center Drive, 14th
Floor


Costa Mesa, CA 92626


Attention: Thomas
J. Poletti


E-mail: tpoletti@manatt.com


 


If to the Investor:


 


Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, PR 00918


E-mail: adam@oasis-cap.com


Attention: Adam Long, Managing Partner


Phone: 816.960.0100


 


with a copy to (that shall not constitute
notice)


Lucosky Brookman LLP

101 Wood Avenue South


Woodbridge, NJ 08830


E-mail: sbrookman@lucbro.com


Attention: Seth Brookman


 












    11


     


    

 


or at such other address and/or email address
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business
days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time,
date, recipient email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.            All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.


 


d.            Any
disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial
Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the
JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2
of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each
of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to
this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the Southern
District of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending
the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole
responsibility of the Company, including but not limited to the Buyer’s attorneys’ fees and each arbitrator’s
fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The
arbitrators’ decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60)
days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by
any court having jurisdiction thereof.


 


e.            If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction.


 


f.             EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    12


     


    

 


g.            This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


h.            Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


i.             The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


j.             This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or
by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


k.            Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


l.             The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


m.           This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 






    13


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the Execution Date.


 


	 	THE COMPANY:
	 	 
	 	DIGITAL BRANDS GROUP, INC.




 


	 	By:	/s/ Hil Davis







	 	Name:	 Hil Davis
	 	Title:	Chief Executive Officer




 


	 	BUYER:
	 	 
	 	OASIS CAPITAL, LLC




 


	 	By:	/s/ Adam Long







	 	Name:	Adam Long
	 	Title:	Managing Partner




 












    


     


    

 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT


 


[                         ]
[            ], 2021


 


Vstock Transfer, LLC


18 Lafayette Place


Woodmere, NY 11598


 


Re: EFFECTIVENESS OF REGISTRATION STATEMENT


 


Ladies and Gentlemen:


 


We are counsel to DIGITAL
BRANDS GROUP, INC., a Delaware corporation (the “Company”), and have represented the Company in connection with
that certain Equity Purchase Agreement, dated as of August 27, 2021 (the “Purchase Agreement”), entered into by
and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant to which the Company has agreed to issue to the
Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), in an amount up to Seventeen
Million Five Hundred Thousand Dollars ($17,500,000.00) (the “Put Shares”), in accordance with the terms of the Purchase
Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities &
Exchange Commission the following shares of Common Stock:


 


		(1)	                
                                            Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from
                                            time to time in accordance with the Purchase Agreement; and



 


		(2)	                
                                            Commitment Shares which were issued to the Buyer pursuant to the Purchase Agreement.



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_                    ]
[ ], 2021, the Company filed a Registration Statement (File No. 333-[                        ])
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the resale of the Put Shares and the Commitment Shares.


 






    


     


    

 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ ] [A.M./P.M.] on [ ], 2021 and we have no
knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available for
resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very truly yours,

                                                                     [Company Counsel]





 


	 	By:	 




 


cc:         Oasis
Capital, LLC