Exhibit 4.2


 


JOINDER AGREEMENT AND AMENDMENT TO


 REGISTRATION RIGHTS AGREEMENT


 


This Joinder Agreement and
Amendment to Registration Rights Agreement (this “Joinder Agreement”) is made effective as of October 1, 2021,
by and among Digital Brands Group, Inc., a Delaware corporation (the “Company”), FirstFire Global Opportunities
Fund, LLC, a Delaware limited liability company (“FirstFire”), and Oasis Capital, LLC, a Puerto Rico limited liability
company (“Oasis”) (each of the undersigned, a “Party” and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the Company and Oasis
previously entered into a Securities Purchase Agreement dated as of August 27, 2021 (the “Original Purchase Agreement”)
pursuant to which the Company issued to Oasis a secured convertible note dated August 27, 2021 (the “Note”);


 


WHEREAS, in connection with
the Original Purchase Agreement and the Note, the Company entered into that certain Registration Rights Agreement dated as of August 27,
2021 (the “RRA”) pursuant to which the Company granted to Oasis certain registration rights in connection with the
Note and the securities issued thereunder;


 


WHEREAS, the Company, Oasis
and FirstFire will enter into an Amended and Restated Securities Purchase Agreement (the “Amended Purchase Agreement”),
which shall amend and restate the Original Purchase Agreement in its entirety and provide for the issuance of an additional secured convertible
note to FirstFire on the terms and conditions set forth therein;


 


WHEREAS, the Parties desire
to amend the RRA to provide for the joinder of FirstFire as an “Investor” thereunder; and


 


WHEREAS, Section 10 of
the Security Agreement requires the consent of Oasis to amend the RRA.


 


NOW, THEREFORE, the Parties
hereby agree as follows:


 


1.            Capitalized
Terms. Except as specifically set forth herein, capitalized terms not defined herein shall have the meaning set forth in the RRA.


 


2.            Effect
of this Joinder Agreement. The RRA will remain in full force and effect except as expressly modified by this Joinder Agreement.


 


3.            Joinder
and Amendment.


 


3.1            FirstFire
hereby becomes a party to and will be bound by and subject to the terms of the Security Agreement as an Investor.


 


3.2            The
definition of “Investor” in the preamble of the RRA and all references to Secured Party in the RRA are hereby amended and
restated in their entirety to refer to, individually and collectively, Oasis Capital, LLC, a Puerto Rico limited liability company, and
FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company.


 






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3.3            The
references to “Purchase Agreement” in the RRA shall refer to the Amended Purchase Agreement as defined herein.


 


4.            Counterparts
and Signatures. This Joinder Agreement may be executed in one or more counterparts and each of such counterparts shall be deemed to
be an original for all purposes, and all of such counterparts shall together constitute one and the same instrument. It is agreed that
an original, photocopy, PDF or facsimile copy of a signature may serve as an original. No objection shall be raised as to the authenticity
of any signature due solely to the fact that said signature is represented in a photocopy, PDF or facsimile copy.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the Parties hereto have executed this Joinder Agreement and Amendment effective as of the date first above
written.


 


	 	Company:
	 	 
	 	DIGITAL BRANDS GROUP, INC.
	 	 
	 	By: 	/s/ John Hilburn Davis IV
	 	Name:	John Hilburn Davis IV
	 	Title:	Chief Executive Officer
	 	 
	 	Investors:
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	By: 	/s/ Adam Long
	 	Name:	Adam Long
	 	Title:	Manager
	 	 
	 	FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
	 	 
	 	By: 	FirstFire Capital Management, LLC
	 	 
	 	By: 	/s/ Eli Fireman
	 	Name:	Eli Fireman
	 	Title:	Manager