Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement
(this “Agreement”), effective as of                     ,
is made by and between Digital Brands Group, Inc., a Delaware corporation with executive offices located at __________________ (the
 “Company”), and                     ,
__________of the Company residing at                                          (the
 “Indemnitee”).


 


RECITALS


 


A.
The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations
unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and risks
resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to
the compensation of such directors and officers;


 


B.
The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting,
and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to which they are exposed or
information regarding the proper course of action to take;


 


C.
Plaintiffs often seek damages in such large amounts and the costs of litigation may be so substantial (whether or not the case is meritorious),
that the defense and/or settlement of such litigation is often beyond the personal resources of officers and directors;


 


D.
The Company believes that it is unfair for its directors and officers and the directors and officers of its subsidiaries to assume the
risk of large judgments and other expense that may be incurred in cases in which the director or officer received no personal profit and
in cases where the director or officer was not culpable;


 


E.
The Company recognizes that the issues in controversy in litigation against a director or officer of a corporation such as the Company
or a subsidiary of the Company are often related to the knowledge, motives and intent of such director or officer, that he or she is usually
the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters and that the long period of
time which usually elapses before the trial or other disposition of which litigation often extends beyond the time that the director or
officer can reasonably recall such matters; and may extend beyond the normal time for retirement or in the event of his or her death,
his or her spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate
defense, which may discourage such a director or officer from serving in that position;


 


F.
Based upon their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that,
to retain and attract talented and experienced individuals to serve as officers and directors of the Company and its subsidiaries and
to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary
for the Company to contractually indemnify its officers and directors and the officers and directors of its subsidiaries, and to assume
for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with
their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification
could result in great harm to the Company and its subsidiaries and the Company’s stockholders;


 






    1


     


    

 


G.
Section 145 of the General Corporation Law of Delaware, under which the Company is organized (“Section 145”), empowers
the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company,
as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided
by Section 145 is not exclusive;


 


H.
The Company, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to
the Company and its subsidiaries as of the date hereof is inadequate and/or unreasonably expensive. The Company believes, therefore, that
the interest of the Company’s stockholders would best be served by a combination of such insurance as the Company may obtain, or
request a subsidiary to obtain, pursuant to the Company’s obligations hereunder, and the indemnification by the Company of the directors
and officers of the Company and its subsidiaries;


 


I.
The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company and/or the
subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or
a subsidiary of the Company; and


 


J.
The Indemnitee is willing to serve, or to continue to serve, the Company and/or the subsidiaries of the Company, provided that he or she
is furnished the indemnity provided for herein.


 


AGREEMENT


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Definitions.


 


(a) Agent.
For the purposes of this Agreement, “agent” of the Company means any person who is or was a director, officer, employee or
other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of or to represent
the interest of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another
enterprise at the request of, for the convenience of or to represent the interests of such predecessor corporation.


 


(b) Expenses. For
purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs) actually and reasonably incurred
by the Indemnitee in connection with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right
to indemnification under this Agreement, Section 145 or otherwise; provided, however, that expenses shall not include any judgments,
fines, ERISA excise taxes or penalties or amounts paid in settlement of a proceeding.


 


(c) Proceeding. For
the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit or other proceeding,
whether civil, criminal, administrative, investigative or any other type whatsoever.


 


(d) Subsidiary. For
purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities
is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.


 


2. Agreement
to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate agreement,
if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, so long as he or she is duly appointed
or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or
until such time as he or she tenders his or her resignation in writing or he or she is removed from such position, provided, however,
that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee.


 






    2


     


    

 


3. Maintenance
of Liability Insurance.


 


(a) The
Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent of the Company and
thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an
agent of the Company, the Company, subject to Section 3(b), shall use reasonable efforts to obtain and maintain in full force
and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from
established and reputable insurers.


 


(b) Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that
such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided,
the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained
by a subsidiary of the Company.


 


4. Mandatory
Indemnification. The Company shall indemnify the Indemnitee from:


 


(a) Third
Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than
an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything
done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by
him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and


 


(b) Derivative
Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an agent of the Company, or by
reason of anything done or not done by him or her in any such capacity, against any amounts paid in settlement of any such proceeding
and all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, or appeal of
such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which
such person shall have been finally adjudged to be liable to the Company after the time for an appeal has expired by a court of competent
jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company unless and only to the
extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such amounts which the Court of Chancery or such other court shall deem proper; and


 






    3


     


    

 


(c) Actions
Where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any
proceeding by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or
her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with
the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and prior to, during the pendency or after completion of such proceeding
the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions
of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the
Company after the time for an appeal has expired, by a court of competent jurisdiction due to willful misconduct of a culpable nature
in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such
proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court
shall deem proper; and


 


(d) Exception
for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee
for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fees, ERISA excise taxes or penalties, and
amounts paid in settlement) which have been paid directly to Indemnitee under D&O Insurance.


 


5. Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding
but not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for such total amount except as to the portion thereof to which the Indemnitee is not entitled.


 


6. Mandatory
Advancement of Expenses. Subject to Section 10 below, the Company shall advance all expenses incurred by the Indemnitee
in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened
to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done
by him or her in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be
made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor
by the Indemnitee to the Company.


 


7. Notice
and Other Indemnification Procedures.


 


(a) Promptly
after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall,
if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company
of the commencement or threat of commencement thereof.


 


(b) If,
at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has
D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of
such policies.


 






    4


     


    

 


(c) In
the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee
of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention
of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently
incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his
or her counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee
has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and the Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed
counsel to assume the defense of such proceeding, the fees and expenses of the Indemnitee’s counsel shall be at the expense of the
Company.


 


8. Determination
of Right to Indemnification.


 


(a) To
the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4(a),
4(b) or 4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify
the Indemnitee against expenses actually and reasonably incurred by him or her in connection therewith.


 


(b) In
the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and only to the extent
that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that the Indemnitee has
not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.


 


(c) The
Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b) hereof
that the Indemnitee is not entitled to indemnification will be heard from among the following:


 


(1) A
quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;


 


(2) The
stockholders of the Company;


 


(3) Legal
counsel selected by the Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written opinion;


 


(4) A
panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom
is selected by the first two arbitrators so selected.


 


(d) As
soon as practicable, and in no event later than 30 days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(c) above,
the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel
may reasonably request, its claim that the Indemnitee is not entitled to indemnification; and the Company shall act in the utmost good
faith to assure the Indemnitee a complete opportunity to defend against such claim.


 


(e) Notwithstanding
a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect
to a specific proceeding, the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, the court in which that proceeding
is or was pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification
pursuant to the Agreement.


 






    5


     


    

 


(f) The
Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under
this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding
between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement
unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding
was frivolous or not made in good faith.


 


9. Limitation
of Actions and Release of Claims. No proceeding shall be brought and no cause of action shall be asserted by or on behalf of
the Company or any subsidiary against the Indemnitee, his or her spouse, heirs, estate, executors or administrators after the expiration
of one year from the act or omission of the Indemnitee upon which such proceeding is based; however, in a case where the Indemnitee fraudulently
conceals the facts underlying such cause of action, no proceeding shall be brought and no cause of action shall be asserted after the
expiration of one year from the earlier of (i) the date the Company or any subsidiary of the Company discovers such facts, or (ii) the
date the Company or any subsidiary of the Company could have discovered such facts by the exercise of reasonable diligence. Any claim
or cause of action of the Company or any subsidiary of the Company, including claims predicated upon the negligent act or omission of
the Indemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action within such period. This Section 9
shall not apply to any cause of action which has accrued on the date hereof and of which the Indemnitee is aware on the date hereof, but
as to which the Company has no actual knowledge apart from the Indemnitee’s knowledge.


 


10. Exceptions. Any
other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a) Claims
Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a
right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification
or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or


 


(b) Lack
of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted
by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions
made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or


 


(c) Unauthorized
Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the Company
consents to such settlement; or


 


(d) Claims
by the Company for Willful Misconduct. To indemnify or advance expenses to the Indemnitee under this Agreement for any expenses
incurred by the Indemnitee with respect to any proceeding or claim brought by the Company against the Indemnitee for willful misconduct,
unless a court of competent jurisdiction determines that each of such claims was not made in good faith or was frivolous; or


 


(e) Section 16(b).
To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or


 






    6


     


    

 


(f) Willful
Misconduct. To indemnify the Indemnitee on account of the Indemnitee’s conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest, or to constitute willful misconduct; or


 


(g) Unlawful
Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful; or


 


(h) Forfeiture
of Certain Bonuses and Profits. To indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant
to Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar successor statute.


 


11. Nonexclusivity. The
provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights
which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the
Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to actions in his or her official capacity
and to actions in another capacity while occupying his or her position as an agent of the Company, and the Indemnitee’s rights hereunder
shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors
and administrators of the Indemnitee.


 


12. Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law.


 


13. Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 12 hereof.


 


14. Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of
the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


15. Successors
and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors, heirs, executors, and
administrators and assigns of the parties hereto.


 


16. Notice. All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid,
on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this
Agreement, or as subsequently modified by written notice.


 






    7


     


    

 


17. Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied
to contracts between Delaware residents entered into and to be performed entirely within Delaware.


 


18. Consent
to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.


 


The
parties hereto have entered into this Indemnity Agreement effective as of the date first above written.


 


	 	
    COMPANY:

     

    Digital Brands Group, Inc.

	 	 	                     
	 	 	 
	 	By:	
	 	 	 
	 	Its:	 
	 	 
	 	INDEMNITEE:
	 	 
	 	


 






    8