Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 30, 2021, is made and entered into by and among Digital Brands Group, Inc.,
a Delaware corporation (the “Company”) and Moise Emquies, an individual (the “Holder”).


 


RECITALS


 


WHEREAS,
the Company and the Holder have entered into that certain Membership Interest Purchase Agreement, dated as of August 30, 2021
(the “Purchase Agreement”), pursuant to which the Holder sold all of the issued and outstanding membership interests
of MOSBEST, LLC, a California limited liability company, to the Company in exchange for payment by the Company of (i) 1,101,538 shares
(the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and (ii) $5,000,000, on the terms and conditions set forth in the Purchase Agreement;


 


WHEREAS,
the Company and the Holder desire to enter into this Agreement, pursuant to which the Company shall grant the Holder certain registration
rights with respect to the Shares, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1           Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be
made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 



     


     


    

 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Holder”
shall have the meaning given in the Preamble.


 


“Maximum Number of Securities”
shall mean the maximum dollar amount or maximum number of securities, as applicable, that can be sold in an Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Purchase Agreement”
shall have the meaning given in the Recitals hereto.


 


“Registrable Security”
shall mean (i) the Shares and (ii) any other equity security of the Company issued or issuable with respect to any such share
of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such
securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such
securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to,
or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 



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“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Common Stock is then listed;


 


(B) fees and
expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);


 


(C) printing,
messenger, telephone and delivery expenses;


 


(D) reasonable
fees and disbursements of counsel for the Company; and


 


(E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 


ARTICLE II


REGISTRATIONS


 


2.1           Most
Favored Nations Registration Rights. If the Company provides registration rights to the seller(s) of a corporate entity in connection
with the Company’s acquisition of such corporate entity, then the Company will provide notice thereof to the Holder as promptly
as practical and provide the Holder no less favorable registration rights than as provided to such seller(s). The rights set forth in
this Section 2.1 shall terminate at such time as the Holder no longer holds any Registrable Securities.


 



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2.2           Piggyback
Registration.


 


2.2.1           Piggyback
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for the account of stockholders of the Company, other than a Registration
Statement filed on connection with registering equity securities of the Company issued or issuable further a private placement, then the
Company shall give written notice of such proposed filing to the Holder of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holder of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as the Holder may request in writing within five (5) days after receipt
of such written notice (such Registration, a “Piggyback Registration”). The Company shall,
in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable
efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holder pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1, the Holder shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2           Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering to be effected in connection with
a Piggyback Registration, in good faith, advises the Company and the Holder of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common
Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities
other than the Holder of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested
pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if
any, of such requesting persons or entities, other than the Holder of Registrable Securities, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Common Stock or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding
the Maximum Number of Securities.


 



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2.2.3           Piggyback
Registration Withdrawal. The Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


ARTICLE III


COMPANY PROCEDURES


 


3.1           General
Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially
reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan
of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1   prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;


 


3.1.2   prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3   prior
to filing a Registration Statement that includes Registrable Securities or any related prospectus, or any amendment or supplement thereto,
furnish without charge to the Holder of Registrable Securities included in such Registration, and the Holder’s legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Holder of Registrable Securities included in such Registration or the legal
counsel for the Holder may request in order to facilitate the disposition of the Registrable Securities owned by the Holder;


 


3.1.4   prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holder of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 



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3.1.5   cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6   provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7   advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8   at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


3.1.9   notify
the Holder at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof; and


 


3.1.10 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holder, in connection
with such Registration.


 


3.2           Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holder that the
Holder shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holder.


 



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3.3           Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, the Holder shall forthwith discontinue disposition of Registrable Securities until he has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the
Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Holder, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such
purpose. In the event the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities. The Company shall immediately notify the Holder of the expiration of any period during which it exercised
its rights under this Section 3.4.


 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1           The
Company agrees to indemnify, to the extent permitted by law, the Holder of Registrable Securities against all losses, claims, damages,
liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to the Company the Holder expressly for use therein. The
Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2           In
connection with any Registration Statement in which the Holder of Registrable Securities is participating, the Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by the Holder expressly for use therein provided, however,
that the liability of the Holder of Registrable Securities shall be limited to the net proceeds received by Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holder of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in
the foregoing with respect to indemnification of the Company.


 



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4.1.3           Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


4.1.4           The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and the Holder of Registrable Securities participating in an offering also agrees to make such provisions as
are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or the Holder’s
indemnification is unavailable for any reason.


 


4.1.5           If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of the Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received
by the Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 



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ARTICLE V


MISCELLANEOUS


 


5.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, (iii) transmission by hand delivery, or facsimile, or (iv) electronic mail.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is
mailed and, in the case of notices delivered by courier service, hand delivery, facsimile, or electronic mail at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1400 Lavaca Street, Austin, TX
78701, and, if to the Holder, at the Holder’s address or contact information as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2           Assignment;
No Third Party Beneficiaries.


 


5.2.1   This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its
successors and the permitted assigns, personal representatives and heirs of the Holder.


 


5.2.4   This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement.


 


5.2.5   No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 



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5.3           Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4           Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS
AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF
SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW
CASTLE COUNTY IN THE STATE OF DELAWARE.


 


5.5           Amendments
and Modifications. Upon the written consent of the Company and the Holder, compliance with any of the provisions, covenants and conditions
set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified. No course of
dealing between the Holder or the Company and any other party hereto or any failure or delay on the part of the Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of the Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 


5.6           Term.
This Agreement shall terminate upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration
Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174
thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holder of Registrable Securities is
permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall
survive any termination.


 


[Signature
Page Follows]


 



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IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	DIGITAL BRANDS GROUP, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ John “Hil” Davis IV
	 	 	Name: 	John “Hil” Davis IV
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	HOLDER:
	 	 	 
	 	/s/ Moise Emquies
	 	Moise Emquies



 


[Signature Page to Registration Rights
Agreement]