Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of December  29, 2022, between Digital Brands Group, Inc.,
a Delaware corporation (the “Company”), and each of the several and the holder(s) of the Company’s Warrants,
Commitment Shares and Notes (as such terms are defined below) (each such holder, an “Investor” and, collectively, the
 “Investors”).


 


This Agreement is made pursuant
to the Securities Purchase Agreement, dated as of December 29, 2022, between the Company and the Investors named therein (the “Purchase
Agreement”).


 


The Company and each Investor
hereby agrees as follows:


 


1.            Definitions.


 


Capitalized terms used and
not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 8(b).


 


“Commitment
Shares” has the meaning set forth in the Purchase Agreement.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


“Effectiveness
Date” means, with respect to the Subsequent Registration Statement required to be filed hereunder, the 60th calendar
day following the date of a Liquidity Event (or, in the event of a “full review” by the Commission, the 75th calendar
day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 3(c) or
Section 3(c), the 20th calendar day following the date on which an additional Registration Statement is required
to be filed hereunder (or, in the event of a “full review” by the Commission, the 60th calendar day following
the date hereof); provided, however, that in the event the Company is notified by the Commission that one or more
of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date
as to such Subsequent Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if
such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading
Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 3(a).


 


“Event”
shall have the meaning set forth in Section 3(d).


 


“Event
Date” shall have the meaning set forth in Section 3(d).


 


“Excluded
Registration” means any registration of equity securities of the Company solely for a Company sponsored employee benefit
plan.


 


“Filing
Date” means, with respect to the Subsequent Registration Statement required hereunder, the 45th calendar day
following the Scheduled Maturity Date (as defined in the Notes), and with respect to any Registration Statement which may be required
pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Subsequent Registrable Securities.


 






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“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Initial Registrable Securities and/or
Subsequent Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 7(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 7(c).


 


“Initial
Registrable Securities” means, as of any date of determination, (a) the Warrant Shares then issued and issuable upon exercise
of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (b) the
Prior Warrant Shares then issued and issuable upon exercise of the Prior Warrants (assuming on such date the Prior Warrants are exercised
in full without regard to any exercise limitations therein), (c) the Commitment Shares, (d) any additional shares of Common
Stock then issued and issuable in connection with any anti-dilution provisions in the Warrants (assuming on such date that the Warrants
are exercised in full without regard to any exercise limitations therein), and (e) any securities issued or then issuable upon any
share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that any such Initial Registrable Securities shall cease to be Initial Registrable Securities (and the Company shall not be required to
maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Initial Registrable Securities is declared effective by the Commission under the Securities
Act and such Initial Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,
(b) such Initial Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become
eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as
set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders
(assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which,
such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company,
upon the advice of counsel to the Company.


 


“Losses”
shall have the meaning set forth in Section 7(a).


 


“Notes”
has the meaning set forth in the Purchase Agreement.


 


“Piggyback
Registrations” has the meaning set forth in Section 3(a).


 


“Plan of
Distribution” shall have the meaning set forth in Section 5(a).


 


“Prior
Holders” means ________, ________ and ________.


 


“Prior
Warrants” means five year warrants exercisable for an aggregate of 41,124 and 27,655 shares of Common Stock at a per share exercise
price of $15.20 and $11.30 previously issued by the Company to the Prior Holders in July 2022 (as adjusted for a 1-100 reverse stock
split effected by the Company in November 2022).


 


“Prior
Warrant Shares” means shares of Common Stock issuable upon exercise of the Prior Warrants.


 






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“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2, Section 3, and any
additional registration statements contemplated by Section 2 or Section 4including (in each case) the Prospectus, amendments
and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling
Securityholder Questionnaire” shall have the meaning set forth in Section 5(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the
Commission staff and (ii) the Securities Act.


 


“Subsequent
Registrable Securities” means, as of any date of determination, (a) all Conversion Shares then issued and issuable upon
conversion of the Notes (assuming on such date the Notes are exercised in full without regard to any exercise limitations therein), (b) any
additional shares of Common Stock then issued and issuable in connection with any anti-dilution provisions in Notes (assuming on such
date that the Notes are converted in full without regard to any exercise limitations therein), and (c) any securities issued or then
issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided,
however, that any such Subsequent Registrable Securities shall cease to be Subsequent Registrable Securities (and the Company shall
not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long
as (a) a Registration Statement with respect to the sale of such Subsequent Registrable Securities is declared effective by the Commission
under the Securities Act and such Subsequent Registrable Securities have been disposed of by the Holder in accordance with such effective
Subsequent Registration Statement, (b) such Subsequent Registrable Securities have been previously sold in accordance with Rule 144,
or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer
Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which,
or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably
determined by the Company, upon the advice of counsel to the Company.


 






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“Subsequent
Registration Statement” means the subsequent Registration Statement filed pursuant to Section 3 of this Agreement.


 


“Warrants”
has the meaning set forth in the Purchase Agreement.


 


2.          Initial
Registration.


 


(a) The Company shall use its reasonable
best efforts within fifteen (15) days after the Closing (as defined in the Securities Purchase Agreement), but in no event later than
thirty (30) days after the Closing, to prepare and file with the Commission an Initial Registration Statement covering the resale of 100%
of the Initial Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement
filed hereunder shall be on Form S-1 (except if the Company is not then eligible to register for resale the Initial Registrable Securities
on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially
the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Securityholder”
section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts
to cause the Initial Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, and shall use its best efforts to keep such Initial Registration Statement continuously effective under
the Securities Act until the date that all Initial Registrable Securities covered by such Initial Registration Statement (i) have
been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to
Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144,
as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer
Agent and the affected Holders. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New
York City time) on a Trading Day. The Company shall immediately notify the Holders by e-mail of the effectiveness of the Initial Registration
Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date
requested for effectiveness of such Initial Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading
Day after the effective date of such Initial Registration Statement, file a final Prospectus with the Commission as required by Rule 424.


 


(b)  Notwithstanding the registration
obligations set forth in Section 2(a), if the Commission informs the Company that all of the Initial Registrable Securities cannot,
as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the
Initial Registration Statement as required by the Commission, covering the maximum number of Initial Registrable Securities permitted
to be registered by the Commission, on Form S-1 or such other form available to register for resale the Initial Registrable Securities
as a secondary offering; with respect to filing on Form S-1 or other appropriate form; provided, however, that prior to
filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of
all of the Initial Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure
Interpretation 612.09.


 


(c) If Form S-1 is not available
for the registration of the resale of Initial Registrable Securities hereunder, the Company shall register the resale of the Initial Registrable
Securities on another appropriate form.


 






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3.           Piggyback
Registration.


 


(a)            Right
to Piggyback. (i) Whenever the Company after the date of a Triggering Financing (as such term is defined in the Purchase Agreement)
is required or proposes to register any of its equity securities under the Securities Act (including primary and secondary registrations,
and other than pursuant to an Excluded Registration) (a “Piggyback Registration”), the Company will give at
least thirty (30) days prior written notice to all Holders of its intention to effect such Piggyback Registration and, subject to the
terms of Sections 2(b) and 2(c), will include in such Piggyback Registration (and in all related registrations or qualifications
under blue sky laws and in any related underwriting) all Initial Registrable Securities with respect to which the Company has received
written requests for inclusion therein within twenty (20) days after delivery of the Company’s notice. Such written requests for
inclusion will inform the Company of the number of Initial Registrable Securities such Holder wishes to include in such registration statement.
If a Holder decides not to include all of its Initial Registrable Securities in any registration statement thereafter filed by the Company,
such Holder will nevertheless continue to have the right to include any Initial Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein. Any participating Holders may withdraw its request for inclusion at any time prior to executing the underwriting
agreement, or if none, prior to the applicable registration statement becoming effective.


 


(ii) If
a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company
will so advise the Holders of Initial Registrable Securities. In such event, the right of any such Holder’s Initial Registrable
Securities to be included in a registration pursuant to this Section 3 will be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Initial Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their Initial Registrable Securities through such underwriting will enter into an underwriting
agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter,
delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Initial Registrable Securities
excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration.
For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and
Family Group of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to
be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate
amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined
in this sentence.


 


(b)            Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price,
timing or method of distribution of the offering, the Company will include in such registration: (i) first, the securities
the Company proposes to sell, (ii) second, any Investor Initial Registrable Securities requested to be included in such registration
by any Investor which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among such
Investors on the basis of the number of Initial Registrable Securities owned by each such Investor, and (iii) third, other
securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse
effect.


 






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(c)            Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the
Company’s equity securities and the managing underwriters advise the Company in writing that in their good faith opinion the number
of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting
the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration:
(i) first, the securities requested to be included therein by the Holders initially requesting such registration which, in
the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Investor Initial Registrable
Securities requested to be included in such registration, pro rata among the participating Holders holding such Investor Initial
Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such participating Holders which, in
the opinion of the underwriters, can be sold without any such adverse effect, (iii) third, other securities requested to be
included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.


 


(d)            Right
to Terminate Registration. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 3,
whether or not any holder of Initial Registrable Securities has elected to include securities in such registration. The Company shall
give prompt written notice of such termination to all participating Holders.


 


(e)            Selection
of Underwriters. If any Piggyback Registration is an underwritten offering, the legal counsel for the Company, the investment banker(s) and
manager(s) for the offering shall be selected by the Company.


 


4.          Shelf
Registration.


 


(a)            If
the Notes shall not have been paid in full in accordance with their term on or after the Scheduled Maturity Date under (and as defined
in) the Notes, then, on or prior to the Filing Date, the Company shall prepare and file with the Commission a Subsequent Registration
Statement covering the resale of all of the Subsequent Registrable Securities that are not then registered on an effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall
be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in
which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 4(e))
and shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially
the “Selling Securityholder” section attached hereto as Annex B; provided, however, that no Holder
shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the
terms of this Agreement, the Company shall use its best efforts to cause a Subsequent Registration Statement filed under this Agreement
(including, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as possible after
the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration
Statement continuously effective under the Securities Act until the date that all Subsequent Registrable Securities covered by such Subsequent
Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically
request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately
notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company
telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Subsequent Registration
Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Subsequent Registration
Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading
Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 4(d).


 






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(b)        Notwithstanding
the registration obligations set forth in Section 4(a), if the Commission informs the Company that all of the Subsequent Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Subsequent Registration Statement as required by the Commission, covering the maximum number of Subsequent Registrable Securities
permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Subsequent Registrable
Securities as a secondary offering, subject to the provisions of Section 4(e); with respect to filing on Form S-1 or other appropriate
form, and subject to the provisions of Section 4(d) with respect to the payment of liquidated damages; provided, however,
that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration
of all of the Subsequent Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure
Interpretation 612.09.


 


(c)        Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 4(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Subsequent Registrable Securities permitted to be registered on a particular
Subsequent Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with
the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a
Holder as to its Subsequent Registrable Securities, the number of Subsequent Registrable Securities to be registered on such Subsequent
Registration Statement will be reduced as follows:


 


(i)            First,
the Company shall reduce or eliminate any securities to be included other than Subsequent Registrable Securities; and


 


and


 


(ii)            Second,
the Company shall reduce Subsequent Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion
Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such
Holders).


 


In the event of
a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations
as to such Holder’s allotment. In the event the Company amends the Subsequent Registration Statement in accordance with the foregoing,
the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the
Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available
to register for resale those Registrable Securities that were not registered for resale on the Subsequent Registration Statement, as amended.


 






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(d)            If:
(i) the Subsequent Registration Statement is not filed on or prior to its Filing Date (if the Company files the Subsequent Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 4(a) herein,
the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request
for acceleration of a Subsequent Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the
Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that such Subsequent Registration Statement will not be “reviewed” or will not be subject to further review,
or (iii) prior to the effective date of a Subsequent Registration Statement, the Company fails to file a pre-effective amendment
and otherwise respond in writing to comments made by the Commission in respect of such Subsequent Registration Statement within ten (10) calendar
days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Subsequent Registration
Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Subsequent Registrable Securities,
subject to the cutback limitations set forth in Section 4(c) of this Agreement, is not declared effective by the Commission
by the Effectiveness Date of the Subsequent Registration Statement, or (v) after the effective date of a Subsequent Registration
Statement, such Subsequent Registration Statement ceases for any reason to remain continuously effective as to all Subsequent Registrable
Securities included in such Subsequent Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein
to resell such Subsequent Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen
(15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred
to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose
of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date
which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen
(15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other
rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate
Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages
pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18%
per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such
partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company
shall not accrue any liquidated damages under this Section 4(d) beyond the 366th day from the date of this Agreement, provided,
that amounts that have accrued and interest due thereon will continue to accrue until paid in full.


 


(e)            If
Form S-1 is not available for the registration of the resale of Subsequent Registrable Securities hereunder, the Company shall register
the resale of the Subsequent Registrable Securities on another appropriate form.


 


(f)            Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any
Underwriter without the prior written consent of such Holder.


 






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5.           Registration
Procedures.


 


For purposes of this Section 5,
 “Registration Statement” shall mean the Initial Registration Statement and the Subsequent Registration Statement, as the case
may be, and “Registrable Securities” shall mean the Initial Registrable Securities and Subsequent Registrable Securities,
as the case may be. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)            Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such
Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries
as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the
meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company
is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a
Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments
or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement
as Annex B (a “Selling Securityholder Questionnaire”) on a date that is not less than two (2) Trading
Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives
draft materials in accordance with this Section.


 


(b)            (i) Prepare
and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities
for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for
resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a
Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies
of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information
contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply
in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of
all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this
Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented.


 






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(c)            If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the
applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable
Securities.


 


(d)            Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on
such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements
to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal
or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made
in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any 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 (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow
continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any
such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 


(e)            Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)            Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or
successor thereto) need not be furnished in physical form.


 






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(g)          Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant to Section 5(d).


 


(h)          Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with
the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States
as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)            If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may request.


 


(j)            Upon
the occurrence of any event contemplated by Section 5(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an 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
under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of
Section 5(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 5(j) to suspend
the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant
to Section 4(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 


(k)            Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act
and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in
writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as
a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 






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(l)            The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the
shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable
Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated
damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


6.          Registration
Expenses. For purposes of this Section 6, “Registration Statement” shall mean the Initial Registration Statement
and the Subsequent Registration Statement, as the case may be, and “Registrable Securities” shall mean the Initial Registrable
Securities and Subsequent Registrable Securities, as the case may be. All fees and expenses incident to the performance of or compliance
with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants)
(A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market
on which the shares of Common Stock are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky
laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company
in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and
(vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated
by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker
or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs
of the Holders.


 






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7.          Indemnification.
For purposes of this Section 7, “Registration Statement” shall mean the Initial Registration Statement and the Subsequent
Registration Statement, as the case may be, and “Registrable Securities” shall mean the Initial Registrable Securities and
Subsequent Registrable Securities, as the case may be.


 


(a)         Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a
result of a pledge or any failure to perform under a margin call), investment advisors and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person
who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role
of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to
(1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,
such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose)
or (ii) in the case of an occurrence of an event of the type specified in Section 5(d)(iii)-(vi), the use by such Holder of
an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated
in Section 8(b). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising
from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer
of any Registrable Securities by any of the Holders in accordance with Section 8(e).


 


(b)        Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information
so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to
the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Securityholder
Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such
Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than
the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 7
and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received
by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification
obligation.


 






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(c)            Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
 “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection
with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a
court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially
and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified
Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).
The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent
shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions
for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) not to be entitled to indemnification hereunder.


 


(d)            Contribution.
If the indemnification under Section 7(a) or 7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party,
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such 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 of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance
with its terms.


 






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The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 7 and the amount of
any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The indemnity and
contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.


 


8.         Miscellaneous.
For purposes of this Section 8, “Registration Statement” shall mean the Initial Registration Statement and the Subsequent
Registration Statement, as the case may be, and “Registrable Securities” shall mean the Initial Registrable Securities and
Subsequent Registrable Securities, as the case may be.


 


(a)            Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall
not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)            Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 5(d)(iii) through (vi), such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject
to the provisions of Section 5(d).


 






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(c)           Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the
Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes
any Registrable Securities issuable upon exercise or conversion of any Security), including the Lead Investor, provided that, if any amendment,
modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately
impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities
pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered
for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable
Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly
affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver
or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section 8(c). No consideration shall be offered or paid to
any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 


(d)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.


 


(e)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder
without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


(f)           No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(g)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


(h)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


 






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(i)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(k)          Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


 


(l)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to
such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of
a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or
decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by
any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,
solely, and not between the Company and the Holders collectively and not between and among Holders.


 


********************


 


(Signature Pages Follow)


 






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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	DIGITAL BRANDS GROUP, INC.
	 	
     
	 
	 	By:	 /s/ John Hilburn Davis IV       
	 	Name:	 John Hilburn Davis IV
	 	Title:	 Chief Executive Officer


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 






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[SIGNATURE
PAGE OF HOLDERS]


 


Name of Holder: _________________.


 


Signature
of Authorized Signatory of Holder: ____________________


 


Name of Authorized Signatory: ____________________


 


Title of Authorized Signatory: ____________________


 


[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGES
CONTINUE]


 






    19 


     


    

 


Name of Holder: ________________


 


Signature
of Authorized Signatory of Holder: ____________________


 


Name of Authorized Signatory: ____________________


 


Title of Authorized Signatory: ____________________


 


[END OF REGISTRATION RIGHTS AGREEMENT SIGNATURE
PAGES]


 






    20 


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Securityholder
(the “Selling Securityholder”) of the securities and any of their pledgees, assignees and successors-in-interest may,
from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market
or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A
Selling Securityholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
	 	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately negotiated transactions;
	 	 	 
	 	●	settlement of short sales;
	 	 	 
	 	●	in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;
	 	 	 
	 	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a combination of any such methods of sale; or
	 	 	 
	 	●	any other method permitted pursuant to applicable law.


 


The Selling Securityholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the
 “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers engaged by
the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown
in compliance with FINRA Rule 2121.


 


In connection with the sale
of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the
securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions
with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 






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The Selling Securityholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Securityholders has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.


 


The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


 


We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Securityholders without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to
be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of
similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


 


Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation M, prior to
the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares
of Common Stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 


SELLING SECURITYHOLDERS


 


The shares of Common Stock
being offered by the Selling Securityholders are those previously issued to the Selling Securityholders, and those issuable to the Selling
Securityholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of Common Stock and
warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the shares of Common Stock in order
to permit the Selling Securityholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common
Stock and the Warrants, the Selling Securityholders have not had any material relationship with us within the past three years.


 


The table below lists the
Selling Securityholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling
Securityholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Securityholder, based
on its ownership of the shares of Common Stock and warrants, as of ________, 202_, assuming exercise of the warrants held by the Selling
Securityholders on that date, without regard to any limitations on exercises.


 






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The third column lists the
shares of Common Stock being offered by this prospectus by the Selling Securityholders.


 


In accordance with the terms
of a registration rights agreement with the Selling Securityholders, this prospectus generally covers the resale of the sum of (i) the
number of shares of Common Stock issued to the Selling Securityholders in the “Private Placement of Common Stock and Warrants”
described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined
as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement
was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject
to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The
fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus.


 


Under the terms of the warrants,
a Selling Securityholder may not exercise warrants to the extent such exercise would cause such Selling Securityholder, together with
its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable,
of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common
Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do
not reflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan
of Distribution.”


 






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	Name of Selling Securityholder	 	Number of shares 

of Common Stock 

Owned Prior to 

Offering	 	Maximum Number

 of shares of 

Common Stock to

 be Sold Pursuant to

 this Prospectus	 	Number of shares

 of Common Stock

 Owned After 

Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






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Annex B


 


DIGITAL
BRANDS GROUP INC.


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial
owner of Common Stock and/or shares of Common Stock underlying Warrants and/or Notes, as the case may be (the “Registrable Securities”)
of Digital Brands Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed
or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being
named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate:


 






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QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full Legal Name of Selling Securityholder
	 	 	 
	 	 	 


 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 


 


	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 


 


		2.	Address for Notices to Selling Securityholder:



 


	 
	 
	 


 


	Telephone:	 





	Fax:	 





	Contact Person:	 


 


		3.	Broker-Dealer Status:



 


	 	(a)	Are you a broker-dealer?
	 	 	 
	Yes   ☐              No   ☐


 


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
	 	 	 
	Yes   ☐              No   ☐


 


	 	Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 


 


	 	(c)	Are you an affiliate of a broker-dealer?
	 	 	 
	Yes   ☐              No   ☐


 






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	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	Yes   ☐              No   ☐


 


	 	Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


		4.	Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.



 


Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.


 


	 	(a)	Type and Amount of other securities beneficially owned by the Selling Securityholder:
	 	 	 
	 	 	 
	 	 	 


 


		5.	Relationships with the Company:



 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 


 


The undersigned agrees to promptly notify the
Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify the Company of
any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By signing below, the undersigned consents to
the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will
be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus
and any amendments or supplements thereto.


 






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IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


	Date:	 	 	Beneficial Owner:	 


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF
THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 






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