Exhibit 10.13


 


AMENDMENT
NO. 5 TO SENIOR CREDIT AGREEMENT & SECURITY 

AGREEMENT


 


This
Amendment No.  5 to Senior Credit Agreement  & Security Agreement (this “Amendment”) is made and entered into
as of February 7, 2020, by and among Denim.LA, Inc., a Delaware corporation d/b/a DSTLD (the “Borrower”), the stockholders
of the Borrower signatories below (“Stockholders”), bocm3-DSTLD-Senior Debt, LLC, a Utah limited liability company (“First
Lender”) and bocm3-DSTLD-Senior Debt 2, LLC, a Utah limited liability company (“Second Lender” and together with the
First Lender, the “Lenders”).


 


In
consideration of the mutual covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged; it is hereby agreed that:


 


ARTICLE I.


DEFINITIONS


 


When
used herein, the following terms shall have the following specified meanings:


 


		1.1	“Amendment”
                                            shall mean this Amendment No. 5 to Senior Credit Agreement & Security Agreement,
                                            as amended, restated, supplemented or otherwise modified from time to time.



 


1.2          “Credit
Agreement” shall mean the Senior Credit Agreement dated as of March 10, 2017, by and among the Borrower, Stockholders
and First Lender, as amended by that certain Amendment No. 1 to Senior Credit Agreement, dated as of July 1 , 2017 (“Amendment
No. 1”), that certain Amendment No. 2 to Credit Agreement, Security Agreement and Management, dated as of March 30,
2018 (“Amendment No. 2”), and that certain Limited Waiver and Amendment No. 3 to Senior Credit Agreement,
dated as of April 30, 2018 (“Amendment No. 3”), that certain Amendment No. 4 to Senior Credit Agreement,
dated as of February 28, 2019 (“Amendment No. 4” and, together with Amendment No. 1, Amendment No. 2
and Amendment No. 3, collectively, the “Amendments”), and as further amended, modified, supplemented, extended
or restated from time to time.


 


1.3          “Security
Agreement” shall mean the Security Agreement dated as of March 10, 2017, by and among the Borrower and Lenders, as amended
by the applicable Amendments and as further amended, modified, supplemented, extended or restated from time to time


 


1.4          Other
Capitalized Terms. All capitalized terms used in this Amendment and not specifically defined herein shall have the definitions assigned
to such terms in the Credit Agreement or the Security Agreement, as applicable.


 






     


     


    

 


ARTICLE II.


AMENDMENTS TO CREDIT AGREEMENT


 


2.1          Amendments.
The Credit Agreement is hereby amended as follows:


 


		(a)	Section 1.1.
                                            The following replaces the existing definition of such term in Section 1.1 in its entirety
                                            or adds such definition to Section 1.1:



 


“Bailey
Collateral” means the “Collateral” (as such term is defined in the Norwest Pledge Agreement as of the date hereof).


 


“Norwest
Note” means that certain Secured Promissory Note, dated as of the date hereof, by Borrower in favor of Norwest Venture Partners
XI, LP and Norwest Venture Partners XII, LP, in the initial principal amount of $4,500,000, as in existence on the date hereof.


 


“Norwest
Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, by Borrower in favor of Norwest Venture
Partners XI, LP and Norwest Venture Partners XII, LP, as Secured Parties, pledging the Bailey Collateral, as in existence on the date
hereof.


 


“Norwest
Permitted Lien” means the Liens on the Bailey Collateral in connection with the Norwest Pledge Agreement.


 


		(b)	Section 1.1.
                                            The definition of “Permitted Liens” shall be amended by adding a new Section (f) which
                                            shall read as follows:



 


(e)            the
Norwest Permitted Lien.


 


“Note
Maturity Date” means the earliest to occur of (i) the closing date of the IPO (as defined in the Norwest Note), (ii) the
closing date of a Denim Sale (as defined in the Norwest Note) or (iii) September 30, 2020.


 


		(c)	Section 6.1.
                                            Section 6.1 shall be amended in its entire to read as follows:



 


Indebtedness.
Borrower shall not, directly or indirectly, create, incur, assume, or otherwise become directly or indirectly liable with respect to,
any Indebtedness other than (i) Indebtedness under this Agreement, (ii) Indebtedness incurred after the date hereof in the
ordinary course of Borrower’s operations, consistent with past practice, in an aggregate amount less than $25,000 or (iii) Indebtedness
incurred pursuant to the Norwest Note or the Norwest Pledge Agreement; provided, however, that neither the Norwest Note nor the Norwest
Pledge Agreement may be amended without Lenders’ prior written consent.


 


2.2         Miscellaneous
Amendments. The Credit Agreement, the Notes, and all other agreements and instruments executed and delivered heretofore or hereafter
pursuant to the Credit Agreement are amended hereby so that any reference therein to the Credit Agreement shall be deemed to be a reference
to such agreements and instruments as amended by or pursuant to this Amendment.


 






     


     


    

 


ARTICLE III.


AMENDMENTS TO SECURITY AGREEMENT


 


3.1          Amendment.
The Security Agreement is hereby amended to add the following as Section 2(e):


 


Notwithstanding
anything contrary herein or in any other Loan Document, the “Collateral” shall not include any part of the Bailey Collateral,
and the Bailey Collateral shall be expressly excluded from the Collateral.


 


3.2         Filing
Authorization. The Secured Party hereby authorizes the Borrower or any of its designees to file UCC-3 financing statement amendments
to any UCC-1 financing statement on public record in favor of the Secured Party or any Lender in the form approved by Lenders.


 


ARTICLE IV.


REPRESENTATIONS
AND WARRANTIES OF THE BORROWER


 


The
Borrower hereby represents and warrants to the Lenders that:


 


4.1          Credit
Agreement. All of the representations and warranties made by Borrower in the Credit Agreement are true and correct on the date of
this Amendment, except to the extent such representation or warranty relates to a specified earlier date, in which case it continues
to be true and correct as of such date. No Event of Default under the Credit Agreement has occurred and is continuing as of the date
of this Amendment.


 


4.2          Capitalization.
As of the date hereof, all outstanding Capital Stock of Borrower is held as set forth on Schedule 4.2 All outstanding shares of
Capital Stock were duly authorized and validly issued, and are fully paid and nonassessable. As of the Closing Date, except as set forth
on Schedule4.2, there are no outstanding securities, options, warrants, rights, or other agreements of any nature that require
Borrower to issue any additional Capital Stock.


 


4.3          Authorization;
Enforceability. The making, execution and delivery of this Amendment and performance of and compliance with the terms of this Amendment
and the terms of the Credit Agreement, as amended hereby, has been duly authorized by all necessary company action by Borrower. This
Amendment is the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law.


 


4.4          Absence
of Conflicting Obligations. The making, execution and delivery of this Amendment and performance of and compliance with the terms
of this Amendment and the terms of the Credit Agreement, as amended hereby, do not violate any presently existing provision of law or
the articles or certificate of formation, certificate of organization or operating agreement of Borrower or any agreement to which Borrower
is a party or by which it or any of its assets is bound.


 






     


     


    

 


		4.5	Loan
                                            Balance. As of the date hereof, the balance of the Loans is $4,667,543.86.



 


ARTICLE V.
MISCELLANEOUS


 


5.1           Continuance
of Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect.


 


5.2           Survival.
All agreements, representations and warranties made in this Amendment or in any documents delivered pursuant to this Amendment shall
survive the execution of this Amendment and the delivery of any such document.


 


5.3           Governing
Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah without regarding
to principles of conflicts of laws.. The parties hereto acknowledge that this Amendment was negotiated with the assistance of counsel
and, accordingly, such laws shall be applied without reference to any rules of construction regarding the draftsman hereof.


 


5.4           Counterparts;
Headings. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument. Article and section headings in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.


 


5.5           Severability.
In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


5.6           Course
of Dealing; Consent. Borrower acknowledges that neither previous waivers, extensions, and amendments granted to Borrower by Lender,
nor the amendments and waivers granted herein, create any course of dealing or expectation with respect to any further waivers, extensions,
or amendments, and Borrower further acknowledges that Lender has no obligation whatsoever to grant any additional waivers, extensions,
amendments, or forbearance.


 


5.7           No
Defenses. Borrower acknowledges it has no defenses, rights of setoff, or rights of recoupment to the enforceability or payment of
any of its obligations under the Credit Agreement as amended hereby.


 


5.8           Ex
penses and Attorneys ’ Fees . Borrower shall pay (a) all fees and expenses (including attorney’s fees) incurred
by Lender in connection with the preparation, execution, and delivery of this Amendment, and all prior legal fees and expenses (including
attorney’s fees) incurred by each Lender in connection with the Credit Agreement and (b) all fees and expenses (including
attorney’s fees) incurred by Borrower in connection with the preparation, execution, and delivery of this Amendment on the date
hereof.


 






     


     


    

 


5.9           Further
Assurances. Borrower shall promptly execute and deliver or cause to be executed and delivered to Lenders within a reasonable time
following Lender’s request, and at the expense of Borrower, such other documents or instruments as Lender may reasonably require
to in order to give effect to the intent and purposes of this Amendment.


 


[Signature
page follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 5 to Senior Credit Agreement & Security Agreement as of the
date first written above.


 


	 	DENIM.LA, INC.
    d/b/a DSTLD
	 	 
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 
	 	BOCM3-DSTLD-SENIOR
    DEBT, LLC
	 	 
	 	 
	 	By:	/s/
Gregory David Seare
	 	Name:	Gregory David Seare
	 	Title:	Founder and Managing Director.
	 	 
	 	BOCM3-DSTLD-SENIOR
    DEBT 2, LLC
	 	 
	 	 
	 	By:	/s/
Gregory David Seare
	 	Name:	Gregory David Seare
	 	Title:	Founder and Managing Director.
	 	 
	 	STOCKHOLDERS
	 	 
	 	Mark Lynn
	 	 
	 	/s/ Mark Lynn 
	 	 
	 	Corey Epstein
	 	 
	 	/s/ Corey Epstein 


 


[Signature
page to Amendment No. 5 to Credit Agreement & Security Agreement]


 






     


     


    

 


Schedule
4.2


 


Capitalization


 


	Security Type	 	Shares	 
	Common	 	 	10,377,615	 
	Preferred	 	 	40,911,690	 
	Options	 	 	20,044,624	 
	Warants	 	 	9,684,197	 
	Total	 	 	81,018,126	 



 


	ID	 	 	Shareholder	 	Date	 	 	Shares	 
	CS-1	 	 	Corey Epstein	 	 	1/30/2013	 	 	 	6,050,000	 
	CS-2	 	 	Ryan Jaleh	 	 	1/30/2013	 	 	 	245,060	 
	CS-3	 	 	Marcus Martinez	 	 	1/30/2013	 	 	 	241,289	 
	CS-4	 	 	Anthony Pu	 	 	1/30/2013	 	 	 	88,000	 
	CS-5	 	 	Amplify.LA Capital II, LLC	 	 	1/31/2013	 	 	 	83,124	 
	CS-6	 	 	Mark Lynn	 	 	10/14/2013	 	 	 	2,688,889	 
	CS-24	 	 	Amplify.LA Capital II, LLC	 	 	09/12/2016	 	 	 	51,587	 
	CS-25	 	 	Baroda Ventures LLC	 	 	09/12/2016	 	 	 	36,111	 
	CS-26	 	 	Plus Capital, L.P.	 	 	09/12/2016	 	 	 	41,269	 
	CS-27	 	 	3-4 Surf, GP	 	 	09/12/2016	 	 	 	4,578	 
	CS-28	 	 	TenOneTen Ventures, LLC	 	 	09/12/2016	 	 	 	11,802	 
	CS-29	 	 	Randy Nichols	 	 	09/12/2016	 	 	 	23,302	 
	CS-30	 	 	Dan Brown	 	 	09/12/2016	 	 	 	2,927	 
	CS-31	 	 	William Essin	 	 	09/12/2016	 	 	 	2,343	 
	CS-32	 	 	Viking Power	 	 	09/12/2016	 	 	 	10,479	 
	CS-33	 	 	Scott C. Steigerwald	 	 	09/12/2016	 	 	 	18,313	 
	CS-34	 	 	Patrick M. Falle	 	 	09/12/2016	 	 	 	10,983	 
	CS-35	 	 	Siemer Ventures II LP	 	 	09/12/2016	 	 	 	55,668	 
	CS-36	 	 	North Rim Investments, LLC (Joh	 	 	09/12/2016	 	 	 	25,793	 
	CS-37	 	 	Unicorn Ventures, LLC	 	 	09/12/2016	 	 	 	10,317	 
	CS-38	 	 	Yobin Capital, Inc.	 	 	09/12/2016	 	 	 	25,793	 
	CS-39	 	 	Andrea Berkholtz	 	 	09/12/2016	 	 	 	10,317	 
	CS-40	 	 	Dan Zigmond	 	 	09/12/2016	 	 	 	10,317	 
	CS-41	 	 	Sean Brecker	 	 	09/12/2016	 	 	 	10,317	 
	CS-42	 	 	Everlast Investments, LLC	 	 	09/12/2016	 	 	 	257,932	 
	CS-43	 	 	SI Selections Fund I, L.P.	 	 	09/12/2016	 	 	 	206,346	 
	CS-44	 	 	TRIPLE 8 HOLDINGS, LLC	 	 	09/12/2016	 	 	 	154,759	 
	 	 	 	 	 	 	 	 	 	 	10,377,615	 




 


[Signature
page to Amendment No. 5 to Credit Agreement & Security Agreement]


 






     


     


    

 


	ID	 	 	Shareholder	 	Round	 	Date	 	 	Shares	 
	PS-125	 	 	The Academy, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	117,284	 
	PS-134	 	 	Amplify.LA Capital II, LLC	 	Series A	 	 	09/12/2016	 	 	 	104,166	 
	PS-135	 	 	Baroda Ventures LLC	 	Series A	 	 	09/12/2016	 	 	 	72,916	 
	PS-136	 	 	Plus Capital, L.P.	 	Series A	 	 	09/12/2016	 	 	 	83,333	 
	PS-137	 	 	3-4 Surf, GP	 	Series A	 	 	09/12/2016	 	 	 	9,244	 
	PS-139	 	 	Randy Nichols	 	Series A	 	 	09/12/2016	 	 	 	47,054	 
	PS-140	 	 	Viking Power	 	Series A	 	 	09/12/2016	 	 	 	21,158	 
	PS-141	 	 	Dan Brown	 	Series A	 	 	09/12/2016	 	 	 	5,911	 
	PS-142	 	 	Scott C. Steigerwald	 	Series A	 	 	09/12/2016	 	 	 	36,978	 
	PS-143	 	 	William Essin	 	Series A	 	 	09/12/2016	 	 	 	4,731	 
	PS-144	 	 	Patrick M. Falle	 	Series A	 	 	09/12/2016	 	 	 	22,179	 
	PS-145	 	 	Siemer Ventures II LP	 	Series A	 	 	09/12/2016	 	 	 	112,409	 
	PS-146	 	 	North Rim Investments, LLC (John Victor	 	Series A	 	 	09/12/2016	 	 	 	52,083	 
	PS-147	 	 	Unicorn Ventures, LLC	 	Series A	 	 	09/12/2016	 	 	 	20,833	 
	PS-148	 	 	Yobin Capital, Inc.	 	Series A	 	 	09/12/2016	 	 	 	52,083	 
	PS-149	 	 	Andrea Berkholtz	 	Series A	 	 	09/12/2016	 	 	 	20,833	 
	PS-150	 	 	Dan Zigmond	 	Series A	 	 	09/12/2016	 	 	 	20,833	 
	PS-151	 	 	Sean Brecker	 	Series A	 	 	09/12/2016	 	 	 	20,833	 
	PS-152	 	 	Everlast Investments, LLC	 	Series A	 	 	09/12/2016	 	 	 	520,833	 
	PS-153	 	 	SI Selections Fund I, L.P.	 	Series A	 	 	09/12/2016	 	 	 	416,666	 
	PS-154	 	 	TRIPLE 8 HOLDINGS, LLC	 	Series A	 	 	09/12/2016	 	 	 	312,500	 
	PS-155	 	 	Seedinvest	 	Series A	 	 	09/12/2016	 	 	 	1,217,548	 
	PS-156	 	 	Mark Epstein	 	Series A	 	 	03/31/2017	 	 	 	98,388	 
	PS-157	 	 	Seth Elken	 	Series A	 	 	01/27/2017	 	 	 	52,083	 
	PS-158	 	 	Seedinvest	 	Series A	 	 	10/10/2016	 	 	 	403,991	 
	PS-159	 	 	Seedinvest	 	Series A	 	 	11/09/2016	 	 	 	284,476	 
	PS-160	 	 	Seedinvest	 	Series A	 	 	12/12/2016	 	 	 	164,724	 
	PS-161	 	 	Seedinvest	 	Series A	 	 	01/30/2017	 	 	 	144,244	 
	PS-162	 	 	Seedinvest	 	Series A	 	 	02/14/2017	 	 	 	107,908	 
	PS-163	 	 	Seedinvest	 	Series A	 	 	01/09/2017	 	 	 	179,836	 
	PS-164	 	 	Seedinvest	 	Series A	 	 	02/27/2017	 	 	 	244,714	 
	PS-165	 	 	Seedinvest	 	Series A	 	 	03/13/2017	 	 	 	519,914	 
	PS-166	 	 	Seedinvest	 	Series A	 	 	05/12/2017	 	 	 	147,165	 
	PS-167	 	 	Seedinvest	 	Series A	 	 	06/02/2017	 	 	 	55,302	 
	PS-168	 	 	Seedinvest	 	Series A	 	 	06/08/2017	 	 	 	35,030	 
	PS-169	 	 	TenOneTen Ventures, LLC	 	Series A	 	 	09/12/2016	 	 	 	23,829	 
	PS-170	 	 	Amplify.LA Capital II, LLC	 	Series A	 	 	06/09/2017	 	 	 	3,555	 
	PS-171	 	 	Baroda Ventures LLC	 	Series A	 	 	06/09/2017	 	 	 	2,372	 
	PS-172	 	 	Yobin Capital, Inc.	 	Series A	 	 	06/09/2017	 	 	 	1,003	 
	PS-173	 	 	Seedinvest	 	Series A	 	 	06/11/2017	 	 	 	5,207	 
	PS-174	 	 	Seedinvest	 	Series A-2	 	 	09/20/2017	 	 	 	691,440	 
	PS-175	 	 	Seedinvest	 	Series A-2	 	 	10/03/2017	 	 	 	444,600	 
	PS-176	 	 	Seedinvest	 	Series A-2	 	 	10/17/2017	 	 	 	342,850	 
	PS-177	 	 	Seedinvest	 	Series A-2	 	 	10/31/2017	 	 	 	173,999	 
	PS-178	 	 	Seedinvest	 	Series A-2	 	 	11/14/2017	 	 	 	270,646	 
	PS-179	 	 	Seedinvest	 	Series A-2	 	 	11/28/2017	 	 	 	330,000	 
	PS-180	 	 	Seedinvest	 	Series A-2	 	 	12/11/2017	 	 	 	148,900	 
	PS-181	 	 	Seedinvest	 	Series A-2	 	 	12/21/2017	 	 	 	182,331	 
	PS-182	 	 	Seedinvest	 	Series A-2	 	 	01/08/2018	 	 	 	203,802	 
	PS-183	 	 	Seedinvest	 	Series A-2	 	 	01/22/2018	 	 	 	161,000	 
	PS-184	 	 	Seedinvest	 	Series A-2	 	 	02/02/2018	 	 	 	224,000	 
	PS-185	 	 	Seedinvest	 	Series A-2	 	 	02/20/2018	 	 	 	103,250	 
	PS-186	 	 	Seedinvest	 	Series A-2	 	 	03/02/2018	 	 	 	214,950	 
	PS-187	 	 	Seedinvest	 	Series A-2	 	 	03/16/2018	 	 	 	350,200	 
	PS-188	 	 	Seedinvest	 	Series A-2	 	 	03/30/2018	 	 	 	851,316	 
	PS-189	 	 	Seedinvest	 	Series A-2	 	 	04/13/2018	 	 	 	1,172,158	 
	PS-190	 	 	Seedinvest	 	Series A-2	 	 	05/04/2018	 	 	 	67,300	 
	PS-191	 	 	StartEngine	 	Series CF	 	 	08/09/2018	 	 	 	124,204	 
	PS-192	 	 	Patrick M. Falle	 	Series A-3	 	 	08/24/2018	 	 	 	94,340	 
	PS-193	 	 	CherryTree VC	 	Series A-3	 	 	10/18/2018	 	 	 	188,680	 
	PS-194	 	 	Seedinvest	 	Series A-3	 	 	10/10/2018	 	 	 	607,367	 
	PS-195	 	 	Seedinvest	 	Series A-3	 	 	10/26/2018	 	 	 	1,077,054	 
	PS-196	 	 	Seedinvest	 	Series A-3	 	 	11/08/2018	 	 	 	315,910	 
	PS-197	 	 	Oswaldo Nascimiento	 	Series A-3	 	 	11/08/2018	 	 	 	300,000	 




 






     


     


    

 


	PS-198	 	 	Seedinvest	 	Series A-3	 	 	11/21/2018	 	 	 	83,973	 
	PS-199	 	 	Seedinvest	 	Series A-3	 	 	12/06/2018	 	 	 	157,960	 
	PS-200	 	 	Seedinvest	 	Series A-3	 	 	12/27/2018	 	 	 	449,336	 
	PS-201	 	 	Seedinvest	 	Series A-3	 	 	12/30/2018	 	 	 	61,667	 
	PS-202	 	 	Scott C. Steigerwald	 	Series A-3	 	 	12/26/2018	 	 	 	111,321	 
	PS-203	 	 	Seedinvest	 	Series A-3	 	 	01/10/2019	 	 	 	152,795	 
	PS-204	 	 	Seedinvest	 	Series A-3	 	 	01/24/2019	 	 	 	804,814	 
	PS-205	 	 	Seedinvest	 	Series A-3	 	 	02/05/2019	 	 	 	1,105,360	 
	PS-206	 	 	Seedinvest	 	Series A-3	 	 	02/26/2019	 	 	 	112,365	 
	PS-207	 	 	Crowdcube  Nominees	 	Series A-3	 	 	02/26/2019	 	 	 	341,056	 
	PS-S40	 	 	Zillion, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	1,838,396	 
	PS-S41	 	 	Plus Capital, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	367,679	 
	PS-S42	 	 	The Kevin Yorn Trust	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	110,303	 
	PS-S43	 	 	3-4 Surf, GP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	183,839	 
	PS-S44	 	 	Baroda Ventures LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	183,839	 
	PS-S45	 	 	Amplify.LA Capital II, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	240,400	 
	PS-S46	 	 	QueensBridge Fund I, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S47	 	 	Viking Power	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	183,839	 
	PS-S48	 	 	Siemer Ventures II LP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	183,839	 
	PS-S49	 	 	Clark W. Landry	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S50	 	 	Structure Fund LP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S51	 	 	Scott C. Steigerwald	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	735,358	 
	PS-S52	 	 	Patrick M. Falle	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	441,215	 
	PS-S53	 	 	William Essin	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S54	 	 	Brad Zions	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S55	 	 	Equity Trust Company Custodian FBO W	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	91,919	 
	PS-S56	 	 	Arena Ventures Fund, LP.	 	Series Seed Preferred	 	 	05/21/2015	 	 	 	773,335	 
	PS-S-1	 	 	Corey Epstein	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	617,122	 
	PS-S-2	 	 	Ryan Jaleh	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	101,847	 
	PS-S-3	 	 	Amplify.LA Capital II, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	1,222,364	 
	PS-S-4	 	 	Paige Craig	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	0	 
	PS-S-5	 	 	Siemer Ventures II LP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	1,004,400	 
	PS-S-6	 	 	Baroda Ventures LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	773,335	 
	PS-S-7	 	 	Plus Capital, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	773,139	 
	PS-S-8	 	 	Siemer Ventures II LP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	338,019	 
	PS-S-9	 	 	Baroda Ventures LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	241,667	 
	PS-S-10	 	 	Dennis Phelps	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	241,381	 
	PS-S-11	 	 	CAA Ventures I, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	480,470	 
	PS-S-12	 	 	SLP Ventures II, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	238,885	 
	PS-S-13	 	 	Crunch Fund I, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	713,462	 
	PS-S-14	 	 	Welle Family Trust	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	237,022	 
	PS-S-15	 	 	SC Worldwide Enterprises LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	237,022	 
	PS-S-16	 	 	TenOneTen Ventures, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	473,881	 
	PS-S-17	 	 	Viking Power	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,920	 
	PS-S-18	 	 	Dennis Phelps	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,920	 
	PS-S-19	 	 	Amplify.LA Capital II, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,900	 
	PS-S-20	 	 	Amplify.LA Capital II, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	118,450	 
	PS-S-21	 	 	Crunch Fund I, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,879	 
	PS-S-22	 	 	Michael Lastoria	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,859	 
	PS-S-23	 	 	Mark Epstein	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,797	 
	PS-S-24	 	 	Lanoha Ventures LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	236,756	 
	PS-S-25	 	 	Siemer Ventures II LP	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	709,103	 
	PS-S-26	 	 	Demarest Films, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	235,713	 
	PS-S-27	 	 	Tom McInerney	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	235,365	 
	PS-S-28	 	 	Glenn E. Montgomery	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	117,611	 
	PS-S-29	 	 	Dan Brown	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	117,550	 
	PS-S-30	 	 	Mark Epstein	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	117,324	 
	PS-S-31	 	 	The Bernhard J. and Diane H. Welle Fam	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	234,588	 
	PS-S-33	 	 	Dave Berlin	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	234,362	 
	PS-S-34	 	 	Randy Nichols	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	935,731	 
	PS-S-35	 	 	Plus Capital, L.P.	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	185,771	 
	PS-S-36	 	 	The Mandel Company	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	185,722	 
	PS-S-37	 	 	Zillion, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	539,088	 
	PS-S-38	 	 	Zillion, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	1,113,940	 
	PS-S-39	 	 	Zillion, LLC	 	Series Seed Preferred	 	 	10/06/2014	 	 	 	371,313	 
	PS-S57	 	 	StartEngine Broker Dealer	 	Series A-3	 	 	1/30/2020	 	 	 	1,158,931	 
	PS-S58	 	 	StartEngine Crowd	 	Series A-3	 	 	1/30/2020	 	 	 	1,368,432	 
	 	 	 	Total	 	 	 	 	 	 	 	 	40,911,690	 




 






     


     


    

 


	ID	 	 	Shareholder	 	Shares	 	 	Strike Price	 	 	Grant Date
	OG-2	 	 	Steve Shaw	 	 	100,000	 	 	$	0.15	 	 	6/17/2014
	OG-3	 	 	Dave Kuehl	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-4	 	 	Anton Jusufi	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-5	 	 	Jordan Posell	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-6	 	 	Nika Battle	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-7	 	 	Mark Lynn	 	 	1,344,444	 	 	$	0.15	 	 	6/17/2014
	OG-8	 	 	Mark Lynn	 	 	2,016,667	 	 	$	0.15	 	 	6/17/2014
	OG-9	 	 	Isadora Hu	 	 	25,000	 	 	$	0.15	 	 	6/17/2014
	OG-10	 	 	Steffen Hoffman	 	 	-	 	 	$	0.15	 	 	8/1/2013
	OG-11	 	 	John Tomich	 	 	276,541	 	 	$	0.15	 	 	6/17/2014
	OG-12	 	 	William Brian Smith	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-13	 	 	Anh Vu	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-14	 	 	Carlos Moscat	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-15	 	 	Thomas Ocampo	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-16	 	 	Eleanor Victorioso	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-17	 	 	Trevor Pettennude	 	 	350,000	 	 	$	0.15	 	 	6/17/2014
	OG-18	 	 	Brent Mitchell	 	 	-	 	 	$	0.15	 	 	6/17/2014
	OG-19	 	 	Hannah Laverty	 	 	25,000	 	 	$	0.15	 	 	6/17/2014
	OG-20	 	 	Damien Sutevski	 	 	-	 	 	$	0.10	 	 	8/7/2015
	OG-21	 	 	Eleanor Victorioso	 	 	-	 	 	$	0.10	 	 	8/7/2015
	OG-22	 	 	Corey Epstein	 	 	1,800,000	 	 	$	0.10	 	 	8/7/2015
	OG-23	 	 	Mark Lynn	 	 	1,800,000	 	 	$	0.10	 	 	8/7/2015
	OG-24	 	 	John Tomich	 	 	520,000	 	 	$	0.10	 	 	8/7/2015
	OG-25	 	 	Trevor Pettennude	 	 	520,000	 	 	$	0.10	 	 	8/7/2015
	OG-26	 	 	Conrad Steenberg	 	 	-	 	 	$	0.10	 	 	4/1/2015
	OG-27	 	 	Kevin Morris	 	 	-	 	 	$	0.10	 	 	8/7/2015
	OG-28	 	 	Brad Zions	 	 	15,000	 	 	$	0.10	 	 	8/7/2015
	OG-29	 	 	Sam Shaffer	 	 	25,000	 	 	$	0.10	 	 	8/7/2015
	OG-30	 	 	Kevin Morris	 	 	-	 	 	$	0.16	 	 	1/1/2016
	OG-31	 	 	Paul Roughley	 	 	500,000	 	 	$	0.16	 	 	7/1/2016
	OG-32	 	 	Laura Sokol	 	 	25,000	 	 	$	0.16	 	 	2/27/2017
	OG-33	 	 	Shervin Lalezari	 	 	-	 	 	$	0.16	 	 	7/5/2016
	OG-34	 	 	Laura Gramlich	 	 	-	 	 	$	0.16	 	 	1/28/2016
	OG-35	 	 	Tiffany Chen	 	 	-	 	 	$	0.16	 	 	1/1/2017
	OG-36	 	 	Michelle Finney	 	 	25,000	 	 	$	0.16	 	 	1/1/2017
	OG-37	 	 	Micheal Uytengsu	 	 	250,000	 	 	$	0.16	 	 	2/2/2016
	OG-38	 	 	Zack Wilson	 	 	25,000	 	 	$	0.16	 	 	2/2/2016
	OG-39	 	 	Brock Pierce	 	 	15,000	 	 	$	0.16	 	 	12/1/2016
	OG-40	 	 	Nick Lehman (re:DSTLD.com sale)	 	 	300,000	 	 	$	0.16	 	 	1/1/2016
	OG-41	 	 	Jordan Isenberg	 	 	-	 	 	$	0.16	 	 	2/2/2016
	OG-42	 	 	Seth Elken	 	 	25,000	 	 	$	0.16	 	 	2/2/2016
	OG-43	 	 	Mark Epstein	 	 	35,000	 	 	$	0.16	 	 	2/2/2016
	OG-44	 	 	Sarah Zapp	 	 	25,000	 	 	$	0.16	 	 	2/2/2016
	OG-45	 	 	Hil Davis	 	 	1	 	 	$	0.21	 	 	3/1/2018
	OG-46	 	 	Kevin Morris	 	 	-	 	 	$	0.21	 	 	5/23/2018
	OG-47	 	 	Geoff McFarlane	 	 	100,000	 	 	$	0.21	 	 	5/23/2018
	OG-48	 	 	Trevor Pettennude	 	 	50,000	 	 	$	0.21	 	 	5/23/2018
	OG-49	 	 	John Tomich	 	 	-	 	 	$	0.21	 	 	5/23/2018
	OG-50	 	 	Mark Lynn	 	 	50,000	 	 	$	0.21	 	 	5/23/2018
	OG-51	 	 	Corey Epstein	 	 	50,000	 	 	$	0.21	 	 	5/23/2018
	OG-52	 	 	Jennifer Stein	 	 	-	 	 	$	0.21	 	 	5/23/2018
	OG-53	 	 	Jennifer Stein	 	 	-	 	 	$	0.21	 	 	8/8/2018
	OG-54	 	 	Aaron Lifton	 	 	-	 	 	$	0.21	 	 	8/8/2018
	OG-55	 	 	Yilin Wang	 	 	5,000	 	 	$	0.21	 	 	8/8/2018
	OG-56	 	 	Caitlin Zenisek	 	 	5,000	 	 	$	0.21	 	 	8/8/2018
	OG-57	 	 	Amit Shah	 	 	-	 	 	$	0.21	 	 	8/8/2018
	OG-58	 	 	Cinthya Alvarado	 	 	5,000	 	 	$	0.21	 	 	8/8/2018
	OG-59	 	 	Patrick M. Falle	 	 	37,736	 	 	$	0.21	 	 	8/24/2018
	OG-60	 	 	CherryTree VC	 	 	75,472	 	 	$	0.21	 	 	10/18/2018
	OG-61	 	 	Oswaldo Nascimiento	 	 	120,000	 	 	$	0.21	 	 	10/8/2018
	OG-62	 	 	Trevor Pettennude	 	 	125,000	 	 	$	0.21	 	 	8/1/2019
	OG-63	 	 	Laura Dowling	 	 	1,000,000	 	 	$	0.21	 	 	2/18/2019
	OG-64	 	 	Reid Yoeman	 	 	750,000	 	 	$	0.21	 	 	10/1/2019
	OG-65	 	 	John Wagner	 	 	200,000	 	 	$	0.21	 	 	11/4/2019
	OG-66	 	 	Jon Patrick	 	 	200,000	 	 	$	0.21	 	 	12/1/2019
	OG-67	 	 	Megan McElwee	 	 	1,333,333	 	 	$	0.21	 	 	3/1/2018
	OG-68	 	 	Marc Croggon	 	 	1,333,333	 	 	$	0.21	 	 	3/1/2018
	OG-69	 	 	Trevor Pettennude	 	 	125,000	 	 	$	0.21	 	 	10/1/2019
	OG-70	 	 	Holly Davis	 	 	1,333,334	 	 	$	0.21	 	 	3/1/2018
	 	 	 	Not Assigned	 	 	3,103,763	 	 	 	 	 	 	 
	 	 	 	Total	 	 	20,044,624	 	 	 	 	 	 	 



 






     


     


    

 


	ID	 	 	Shareholder	 	Type	 	Grant Date	 	Shares	 
	2014-1	 	 	G Squared Media Holdings, LLC	 	Common	 	6/17/2014	 	 	10,000	 
	WG-2	 	 	TRIPLE 8 HOLDINGS, LLC	 	Common	 	6/6/2016	 	 	1,800,000	 
	WG-3	 	 	SI Securities, LLC	 	Series A	 	8/3/2016	 	 	157,953	 
	WG-4	 	 	bocm3-DSTLD-Senior Debt, LLC	 	Common	 	4/7/2017	 	 	1,139,398	 
	WG-5	 	 	bocm3-DSTLD-Senior Debt, LLC	 	Common	 	1/2/2018	 	 	610,578	 
	WG-6	 	 	bocm3-DSTLD-Senior Debt, LLC	 	Common	 	4/9/2018	 	 	637,769	 
	WG-7	 	 	SI Securities, LLC	 	Series A-2	 	7/7/2017	 	 	296,637	 
	WG-8	 	 	SI Securities, LLC	 	Series A	 	1/28/2016	 	 	66,000	 
	WG-9	 	 	North Capital Private Securities Corporation	 	Series A	 	1/28/2016	 	 	7,333	 
	WG-10	 	 	North Capital Private Securities Corporation	 	Series A	 	8/3/2016	 	 	17,550	 
	WG-11	 	 	bocm4-DSTLD-Senior Debt, LLC	 	Common	 	3/12/2019	 	 	1,082,973	 
	 	 	 	Total	 	 	 	 	 	 	5,826,191	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WG-12	 	 	bocm4-DSTLD-Senior Debt, LLC	 	Common	 	2/7/2020	 	 	1,929,003	 
	WG-13	 	 	bocm4-DSTLD-Senior Debt, LLC	 	Common	 	2/7/2020	 	 	1,929,003	 
	 	 	 	Total	 	 	 	 	 	 	9,684,197	 



 


Denim
intends to issue stock options to each of its Chief Executive Office and Chief Operating Officer – the number of shares subject
to such stock options, and the date of issuance and exercise price of such options has not yet been determined but it is expected that
such options could equal up to 30% of the outstanding shares of Denim on a fully converted, fully diluted basis measured as of the effective
date of its proposed IPO.