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

Matthew Eby, as the co-managing member of
TCA and TCA II, may be deemed the beneficial owner of 7,617,739 shares of Common Stock, or approximately 57.3% of the issued and
outstanding Common Stock after giving effect to the Series A Conversion and the issuance of 1,610,620 shares of Common Stock, the
maximum number of shares issuable upon the exercise of the SWIMS Warrant and the conversion of the SWIMS Convertible Note into
Class A-1 Preferred Stock. The 7,617,739 shares of Common Stock consist of the following:

(i)

1,517,774 shares of Common Stock beneficially owned by TCA;

(ii)

6,090,907 shares of Common Stock beneficially owned by TCA II; and

(iii)

9,058 shares of Common Stock held directly by Mr. Eby.

William Sweedler, as the co-managing member
of TCA and TCA II, may be deemed the beneficial owner of 7,617,740 shares of Common Stock, or approximately 57.3% of the issued
and outstanding Common Stock after giving effect to the Series A Conversion and the issuance of 1,610,620 shares of Common Stock,
the maximum number of shares issuable upon the exercise of the SWIMS Warrant and the conversion of the SWIMS Convertible Note into
Class A-1 Preferred Stock. The 7,617,740 shares of Common Stock consist of the following:

(i)

1,517,774 shares of Common Stock beneficially owned by TCA;

(ii)

6,090,907 shares of Common Stock beneficially owned by TCA II; and

(iii)

9,059 shares of Common Stock held directly by Mr. Sweedler.

(b) The aggregate number and percentage
of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares
as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose
or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row
13 of the cover pages of this Amendment.

(c) Except as disclosed in this Amendment,
the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.

(d) Each of Messrs. Eby and Sweedler
shares the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Stock
held directly by Tengram Fund I, the Common Stock held directly by TCA, the Common Stock held directly by RG II Blocker, LLC, the
Common Stock issuable to Tengram Fund II in connection with the exercise of the SWIMS Warrant and the conversion of the SWIMS Convertible
Note into Class A-1 Preferred Stock, and the Common Stock issuable to TCP Denim, LLC in connection with the Series A Conversion.

(e) TCP RG, LLC ceased
to be a beneficial owner of more than 5.0% of the Common Stock on January 23, 2017.