Exhibit 10.27


 


BOARD
OF DIRECTORS AGREEMENT


 


THIS AGREEMENT is made and
entered into effective as of             , 2021 (the “Effective
Date”), by and between Digital Brands Group, Inc., a Delaware corporation (the “Company”) with its principal
place of business located at                                        , and Jameeka Green Aaron, an individual (“Director”) with her principal
residence at 121 Excursion, Irvine CA 92618 .


 


		1.	Term



 


This Agreement shall continue for
a period of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board
of Directors by the shareholders of the Company. It may be renewed for a successive one year term upon termination.


 


		2.	Position and Responsibilities



 


(a) 
Position. The Board of Directors hereby appoints the Director to serve as a Board Member until the next annual meeting of
the Company’s shareholders or until her earlier resignation, removal or death. The Director shall perform such duties and responsibilities
as are customarily related to such position in accordance with Company’s bylaws and applicable law, including, but not limited to,
those services described on Exhibit A attached hereto (the “Services”). Director hereby agrees to use her best
efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of
Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority,
which are applicable to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they
may from time-to-time be adopted or modified.


 


(b) 
Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards,
and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do
not violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the Company’s shareholders.
The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that
Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees
to use her best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create
such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure
or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation,
prior to making such disclosure or taking such action.


 


(c) 
No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with Company,
regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees
to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest
with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition
with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company
or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company’s disinterested
board members, without the approval of the Board of Directors.


 


		3.	Compensation and Benefits



 


(a) 
Stock and Stock Options. Subject to vesting, as set forth on Exhibit B, the Company will issue to Director
options as set forth and described on Exhibit B. Company shall issue said options within sixty (60) days from the execution
of this Agreement by both parties. In addition, Company the provisions of Exhibit B “Initial Option Award”, are incorporated
in and made a part of this agreement., subject to the vesting, and other provisions of the Company’s 2020 Stock Incentive Plan.


 


b) Expenses. The Company shall
reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company’s
expense reimbursement guidelines.





 






     


     


    

 


(c) 
 Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services
to the fullest extent authorized in Company’s Certificate of Incorporation, as amended, bylaws, as amended and applicable law. Concurrently
with the effective date of its initial public offering, the Company will purchase Director’s and Officer’s liability insurance
and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and
Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by
reason of her affiliation with Company, its subsidiaries, or affiliates.


 


(d) 
Records. So long as the Director shall serve as a member of the Company’s Board of Directors the Director shall have
full access to books and records of Company and access to management of the Company.


 


		4.	Termination



 


(a) 
Right to Terminate. At any time, Director may be removed as Board Member as provided in Company’s Certificate of Incorporation,
as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company’s Certificate
of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising
from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any
advance notice or any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s
Certificate of Incorporation, as amended, Company’s bylaws, as amended, and applicable law.


 


(b) 
Effect of Termination as Director. Upon Director’s termination this Agreement will terminate; Company shall pay to
Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled
to her rights under any other applicable law. Thereafter, all of Company’s obligations under this Agreement shall cease.


 


		5.	Termination Obligations



 


(a) 
Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records,
notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and her membership on
the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly
returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.


 


(b) 
Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue
of her position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in
the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by
law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.


 


		6.	Nondisclosure Obligations



 


Director shall maintain in confidence
and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information
(as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form,
except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing
by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and
other third parties, learned by Director as a result of performing the Services. “Proprietary Information” means all
information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful
means; (ii) the information was part of Director’s general knowledge prior to her relationship with Company; or (iii) the information
is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.


 






     


     


    

 


		7.	Dispute Resolution






 


(a) 
 Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates,
shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be
brought in either the United States District Court for the State of Texas or in a Texas state court and that the parties shall submit
to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may
have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section
shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified
to the minimum extent necessary to make it or its application valid and enforceable.




 


(b) 
Attorneys’ Fees. Should any litigation, arbitration or other proceeding be commenced between the parties concerning
the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition
to such other relief as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall
be determined by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as
attorneys’ fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the
attorneys’ fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions
of this Agreement and survives any judgment and is not deemed merged into any judgment.


 


		8.	Entire Agreement



 


This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto
concerning the Agreement.


 


		9.	Amendments; Waivers



 


This Agreement may be amended, modified,
superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written
instrument executed by the parties or, in the case of a waiver, by the party to be charged. Any amendment or waiver by the Company must
be approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief Executive Officer. If the Director
shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an officer designed
by the Company’s Board of Directors.


 


		10.	Assignment



 


This Agreement shall not be assignable by either party.


 


		11.	Severability



 


If any provision of this Agreement
shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and
the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is
declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such
court shall reduce the time period or scope to the maximum time period or scope permitted by law.


 


		12.	Governing Law



 


This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.


 


		13.	Counterparts



 


This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.





 






     


     


    

 


The parties have duly executed this Agreement as of the date
first written above.


 


DIGITAL BRANDS GROUP, INC.


a Delaware Corporation


  


	 	 	 	 	 
	Name 	John Davis III	 	Name 	
	Title	President	 	 	 




 


EXHIBIT A


 


DESCRIPTION OF
SERVICES


 


Responsibilities as Director. Director shall have
all responsibilities of a Director of the Company imposed by Delaware or applicable law, the Certificate of Incorporation, as amended,
and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:


 


 1. Attendance. Use best efforts to attend scheduled meetings of Company’s Board of Directors;




 


 2. Act as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary; and




 


 3. Participation. Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.




 


EXHIBIT
B


 


STOCK OPTIONS AND VESTING


 


Options. Subject to the Vesting Requirements of
the Company’s 2020 Stock Incentive Plan and this Agreement, Company will grant Director Options to purchase up to               shares
of Company’s common stock at an exercise price of $       per share in a form as described below.


 


 1. The Options will be vested in Director at a rate of 25% per quarter, starting on the date hereof and quarterly thereafter.




 


 2. Options will expire 5 years from the date of issue.




 


 3. Company agrees to register the Company’s shares subject to the Option Grant on Form S-8 or such other registration form as may be available, and the Company shall provide a cashless exercise procedure.




 


 4. Director agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Director, and upon the same terms as other affiliates.