Exhibit 10.39


 


AMENDMENT TO 


REGISTRATION RIGHTS AGREEMENT


 


This Amendment to
Registration Rights Agreement (this “Amendment”) is made effective as of November 16, 2021, by and among
Digital Brands Group, Inc., a Delaware corporation (the “Company”), FirstFire Global Opportunities Fund,
LLC, a Delaware limited liability company (“FirstFire”), and Oasis Capital, LLC, a Puerto Rico limited liability
company (“Oasis”) (each of the undersigned, a “Party” and collectively, the
 “Parties”).


 


RECITALS


 


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


 


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


 


WHEREAS, the Company, Oasis
and FirstFire previously entered into an Amended and Restated Securities Purchase Agreement dated October 1, 2021 (the “Amended
Purchase Agreement”), which amended and restated the Original Purchase Agreement in its entirety and provided for the issuance
of an additional secured convertible note to FirstFire on the terms and conditions set forth therein;


 


WHEREAS, the Parties previously
amended the RRA to provide for the joinder of FirstFire as an “Investor” thereunder;


 


WHEREAS, the Company and FirstFire
have entered into a Securities Purchase Agreement dated November 16, 2021 (the “Second FirstFire Purchase Agreement”)
which provides for the issuance of an additional convertible note to FirstFire on the terms and conditions set forth therein;


 


WHEREAS, in connection with
the Second FirstFire Purchase Agreement, the Company shall issue (a) 30,000 additional shares of Common Stock to FirstFire and (b) 100,000
additional shares of Common Stock to Oasis, as set forth in the waivers and consents dated November 16, 2021 executed by each of
FirstFire and Oasis (collectively, the “Waiver Shares”) in consideration of certain waivers and consents to the transactions
contemplated by the Second FirstFire Purchase Agreement;


 


WHEREAS, the Parties desire
that securities issuable further to the Second FirstFire Purchase Agreement and the Waiver Shares also be subject to the RRA; and


 


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


 






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NOW, THEREFORE, the Parties hereby agree as follows:


 


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



 


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



 


		3.	Amendments.



 


3.1           The
references to “Purchase Agreement” in the RRA shall refer to the Amended Purchase Agreement and the Second FirstFire Purchase
Agreement as defined herein.


 


3.2           The
reference to “Registrable Securities” in the RRA shall include reference to the securities issuable under the Amended Purchase
Agreement and the Second FirstFire Purchase Agreement and the Waiver Shares.


 


3.3           Section 2.a.
of the RRA shall be amended and restated in its entirety as follows (bolded text indicates amendment for reference purposes only):


 


“Registration.
The Company shall, by November 30, 2021, file with the SEC an initial Registration Statement on Form S-1 covering
the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules,
regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited
to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by
both the Company and the Investor in consultation with their respective legal counsel (the “Initial Registration
Statement”).The Initial Registration Statement shall register only Registrable Securities. The Company shall use its best
efforts to have the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible
date (in any event, within 120 calendar days after funds are received by the Company from Investor).”


 





 


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


 


[Signature Page Follows]


 






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


 


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