13D Filing: Tengram Capital Associates, LLC and Differential Brands Group Inc. (DFBG)

(6) Consists of 4,480,287 shares of Common Stock, assuming
a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of 10.0% Series A Convertible Preferred
Stock, par value $0.10 per share (the “Series A Convertible Preferred Stock”), of the Issuer purchased
by TCP Denim, LLC pursuant to the Stock Purchase Agreement described in the Issuer’s Registration Statement on Form S-4/A
on December 7, 2015 (the “Stock Purchase Agreement”). TCP Denim, LLC is managed by its sole member,
Tengram Capital Partners Fund II, L.P. (“Tengram Fund II”). Tengram Capital Associates II, LLC (“TCA
II”) is the general partner of Tengram Fund II. Matthew Eby and William Sweedler are the co-managing members of TCA
II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting and dispositive power of
the above shares.

(7) Based on the sum of approximately 13,297,854 shares
of Common Stock issued and outstanding as of May 8, 2017, as provided by the Issuer, and 4,480,287 shares of Common Stock, assuming
a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock
held by TCP Denim, LLC.