Zodiac Partners II launches $0.82 all‑cash tender for all DXL shares

### SC TO-T - SC TO-T
SC TO-T
1
formsctot.htm
SC TO-T

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

SCHEDULE
TO

Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)

of
the Securities Exchange Act of 1934

Destination
XL Group, Inc.

(Name
of Subject Company)

Zodiac
Partners II, LLC

(Name
of Filing Person (Offeror))

Camac
Fund, LP

(Name
of Filing Person (Parent of Offeror))

Common
Stock, par value $0.01 per share

(Title
of Class of Securities)

25065K104

(CUSIP
Number of Class of Securities)

Craig
Rosmarin

Chief
Financial Officer

1601-1
N Main St #3159, SMB#92283, Jacksonville, FL 32206

(917)
692-1844

( Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on

Behalf
of Filing Persons)

Copies
to:

Donald
R. Reynolds

Wyrick
Robbins Yates & Ponton LLP

4101
Lake Boone Trail, Suite 300

Raleigh,
NC 27607

(919)
781-4000

 ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |

Check
the appropriate boxes below to designate any transactions to which the statement relates:

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☒ |
third-party
tender offer subject to Rule 14d-1. |

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☐ |
issuer
tender offer subject to Rule 13e-4. |

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☐ |
going-private
transaction subject to Rule 13e-3. |

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☐ |
amendment
to Schedule 13D under Rule 13d-2. |

Check
the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

|
☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |

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☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |

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This
Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Camac Fund, LP, a Delaware limited partnership (“Camac
Fund”), and Zodiac Partners II, LLC, a Delaware limited liability company (the “Purchaser”, “Zodiac Partners
II, LLC”) and an acquisition entity of Camac Fund. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding
shares of common stock, par value $0.01 per share (the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”),
at $0.82 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 12, 2026 (the “Offer to Purchase”), and in the accompanying
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any
amendments or supplements thereto, collectively constitute the “Offer”.

Item
1. Summary Term Sheet.

The
information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Item
2. Subject Company Information.

(a) |
The
name, address, and telephone number of the subject company’s principal executive offices are as follows: |

Destination
XL Group, Inc.

555
Turnpike Street

Canton,
MA 02021

(b) |
This
Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. According to DXL’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026 (the “DXL FY2025 Form 10-K”),
as of March 9, 2026 there were 54,810,511 Shares issued and outstanding, and based on the Purchaser’s review of the DXL FY2025 Form
10-K, we believe as of January 31, 2026, there were approximately 44,000 stock options to purchase Shares, and 1,259,000 restricted
stock units outstanding. |

(c) |
The
information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) and Section 11 (“Background
of the Offer”) of the Offer to Purchase is incorporated herein by reference. |

Item 3. Identity and Background of Filing Person.

(a)-(c) |
The
filing companies of this Schedule TO are (i) Camac Fund LP, and (ii) the Purchaser, Zodiac Partners II, LLC. The information set
forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto.

Item 4. Terms of the Transaction.

(a)(1)(i)-(viii),
(x), (xii), (a)(2) |
The
information set forth in the Offer to Purchase is incorporated herein by reference. |

Subsections
(a)(1)(ix) and (xi) are not applicable.

|

|

Item
5. Past Contacts, Transactions, Negotiations and Agreements.

(a),
(b) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

INTRODUCTION

THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto

THE
OFFER - Section 10 (“Source and Amount of Funds”) and Schedule I attached thereto

THE
OFFER - Section 11 (“Background of the Offer”)

THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)

Item
6. Purposes of the Transaction and Plans or Proposals.

(a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

INTRODUCTION

THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)

(c)
(1)-(7) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

INTRODUCTION

THE
OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the
Exchange Act; Margin Regulations”)

THE
OFFER - Section 11 (“Background of the Offer”)

THE
OFFER - Section 13 (“Dividends and Distributions”)

Item
7. Source and Amount of Funds or Other Consideration.

(a),
(b), (d) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

THE
OFFER - Section 10 (“Source and Amount of Funds”)

THE
OFFER - Section 17 (“Fees and Expenses”)

|

|

Item
8. Interest in Securities of the Subject Company.

(a),
(b) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto

THE
OFFER - Section 11 (“Background of the Offer”)

Item
9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

THE
OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)

THE
OFFER - Section 3 (“Procedure for Tendering Shares”)

THE
OFFER - Section 11 (“Background of the Offer”)

THE
OFFER - Section 17 (“Fees and Expenses”)

Item
10. Financial Statements.

(a) |
Not
applicable. |

(b) |
Not
applicable. |

Item
11. Additional Information.

(a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |

SUMMARY
TERM SHEET

THE
OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the
Exchange Act; Margin Regulations”)

THE
OFFER - Section 11 (“Background of the Offer”)

THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)

THE
OFFER - Section 14 (“Conditions of the Offer”)

THE
OFFER - Section 15 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)

(c) |
The
information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated
herein by reference.

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Item
12. Exhibits.

Exhibit
|
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Description
|

(a)(1)(A) |
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Offer to Purchase, dated May 12, 2026. |

(a)(1)(B) |
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Form of Letter of Transmittal. |

(a)(5)(A) |
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Press
Release Issued by Zodiac Partners II, LLC on May 12, 2026. |

(d) |
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Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP, dated May 11, 2026. |

(b) |
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Indicative $75 million Revolving Credit Facility Term Sheet (Pricing Redacted) issued by Eclipse Business Capital. |

107 |
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Filing Fee Exhibit. |

* |
Filed
herewith. |

Item
13. Information Required by Schedule 13E-3.

Not
applicable.

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SIGNATURE

After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.

Dated:
May 12, 2026 |
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Zodiac
Partners II, LLC |

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By:
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/s/
Ziggy Gokea |

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Name:
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Ziggy
Gokea |

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Title:
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Managing
Member |

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Camac
Fund, LP |

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By:
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/s/
Eric Shahinian |

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Name:
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Eric
Shahinian |

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Title:
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Manager
of GP |

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### EX-99.(A)(1)(A) - EX-99.(A)(1)(A)
EX-99.(A)(1)(A)
2
ex-99_a1a.htm
EX-99.(A)(1)(A)

Exhibit
(a)(1)(A)

Offer
to Purchase for Cash

All
Outstanding Shares of Common Stock

of

Destination
XL Group, Inc.

at

$0.82
Per Share

by

Zodiac
Partners II, LLC,

An
Acquisition Entity of

Camac
Fund LP

THE
OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, EASTERN TIME (ET), AT THE END OF JUNE 19 th , 2026, UNLESS THE OFFER IS EXTENDED.

Zodiac
Partners II, LLC, a Delaware limited liability company (the “Purchaser”) and an acquisition entity of Camac Fund, LP, a Delaware
Limited Partnership (“Camac Fund”), is offering to purchase all outstanding shares of common stock, par value $0.01 per share
(the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”), at a price of $0.82 per share,
to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth
in this Offer to Purchase and the accompanying letter of transmittal (the “Letter of Transmittal”), which, together with
any amendments or supplements thereto, collectively constitute the “Offer”.

THE
OFFER IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SECTION OF THIS OFFER TO PURCHASE TITLED “THE OFFER—SECTION 14—CONDITIONS
OF THE OFFER”. These include, among other things, the Minimum Tender Condition, the Board Approval Condition, the Regulatory Approvals
Condition, the Material Adverse Effect Condition and the No Injunction Condition each as defined and set forth in the section of the
Offer to Purchase titled “The Offer—Section 14—Conditions of the Offer” beginning on page 20.

Consummation
of the Offer is subject to a financing condition.

Since
late 2025, the Purchaser and its affiliates have made numerous attempts to engage constructively with DXL to reach a potential negotiated
transaction that would enhance value for DXL stockholders. The Purchaser submitted a written proposal to acquire DXL for $1.25 per share
in cash on January 9, 2026, which proposal represented a 36% premium over DXL’s share price as of the last trading day prior to
Purchaser’s submission of the written proposal. While financial advisors for DXL spoke to a representative of the Purchaser on
January 10, since Purchaser’s initial outreach in January 2026, Purchaser’s attempts at constructive engagement have been
rebuffed. Despite Purchaser’s various attempts, DXL has not provided for a discussion or access to information with respect to
its business, despite Purchaser’s willingness to sign a confidentiality agreement and comply with the terms of DXL’s Agreement
and Plan of Merger with FBB Holdings I, Inc. (the “FBB Merger Agreement”). As a result, Purchaser felt it had no alternative
to making this offer directly to the DXL stockholders without the benefit of due diligence to support a higher purchase price.

Subject
to applicable law, Purchaser reserves the right to terminate the Offer, if the conditions to the Offer have not been satisfied, or amend
the Offer in any respect (including amending the number of Shares to be purchased, the offer price and the consideration to be offered
in a merger, including the second step merger with DXL pursuant to Section 251(h) of the General Corporation Law of the State of Delaware).

This
transaction has not been approved or disapproved by the Securities and Exchange Commission (“SEC”) or any state securities
commission, nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy
or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

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This
Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety
before making a decision with respect to the Offer.

IMPORTANT

Any
stockholder of DXL who desires to tender all or a portion of such stockholder’s Shares in the Offer should either (i) complete
and manually sign the accompanying Letter of Transmittal or a facsimile thereof in accordance with the instructions in the Letter of
Transmittal, and mail or deliver the Letter of Transmittal together with the certificates representing tendered Shares and all other
required documents to Odyssey Transfer and Trust Company, the depositary for the Offer (the “Depositary”), or tender such
Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering
Shares” or (ii) request that such stockholder’s broker, dealer, commercial bank, trust company or other nominee effect the
transaction for such stockholder. Stockholders whose Shares are registered in the name of a broker, dealer, commercial bank, trust company
or other nominee must contact such person if they desire to tender their Shares.

Any
stockholder who desires to tender Shares and whose certificates representing such Shares are not immediately available or who cannot
deliver such certificates and all other required documents to the Depositary on or prior to the expiration of the Offer, or who cannot
comply with the procedures for book-entry transfer on a timely basis, may tender such Shares pursuant to the guaranteed delivery procedure
set forth in “The Offer—Section 3—Procedure for Tendering Shares.”

Questions
and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth on the back cover
of this Offer to Purchase. Requests for copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed
Delivery and all other related materials may be directed to the Information Agent or brokers, dealers, commercial banks and trust companies,
and copies will be furnished promptly at the Purchaser’s expense. Additionally, this Offer to Purchase, the related Letter of Transmittal
and other materials relating to the Offer may be found at http://www.sec.gov.

This
Offer to Purchase refers to a possible proxy solicitation. This Offer to Purchase is not intended to and does not constitute (i) a solicitation
of a proxy, consent or authorization for or with respect to DXL’s annual meeting or any special meeting of DXL’s stockholders
or (ii) a solicitation of a consent or authorization in the absence of any such meeting. Any such solicitation which Zodiac Partners
II, LLC or Camac Fund may make will be made only pursuant to proxy or consent solicitation materials complying with all applicable requirements
of Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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TABLE
OF CONTENTS

SUMMARY
TERM SHEET |
|
1 |

|
|
|

INTRODUCTION |
|
6 |

|
|
|

THE
OFFER |
|
7 |

|
|
|
|
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|
1. |
Terms
of the Offer. |
|
7 |

|
2. |
Acceptance
for Payment and Payment for Shares. |
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8 |

|
3. |
Procedure
for Tendering Shares. |
|
9 |

|
4. |
Withdrawal
Rights. |
|
11 |

|
5. |
U.S.
Federal Income Tax Considerations. |
|
12 |

|
6. |
Price
Range of Shares; Dividends. |
|
14 |

|
7. |
Possible
Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations. |
|
15 |

|
8. |
Certain
Information Concerning DXL. |
|
15 |

|
9. |
Certain
Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP. |
|
16 |

|
10. |
Source
and Amount of Funds. |
|
17 |

|
11. |
Background
of the Offer. |
|
18 |

|
12. |
Purpose
of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger. |
|
18 |

|
13. |
Dividends
and Distributions. |
|
20 |

|
14. |
Conditions
of the Offer. |
|
20 |

|
15. |
Certain
Legal Matters; Regulatory Approvals; Appraisal Rights. |
|
23 |

|
16. |
Legal
Proceedings. |
|
25 |

|
17. |
Fees
and Expenses. |
|
25 |

|
18. |
Miscellaneous. |
|
26 |

|

SUMMARY
TERM SHEET

Zodiac
Partners II, LLC, a Delaware limited liability company (the “Purchaser”) and an acquisition entity of Camac Fund, LP, a Delaware
limited partnership (“Camac Fund”), is offering to purchase all outstanding shares of common stock, par value $0.01 per share
(the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”), at a price of $0.82 per Share,
to the seller in cash, without interest and less any required withholding taxes (the “Offer Consideration”), upon the terms
and subject to the conditions set forth in this Offer to Purchase and the accompanying letter of transmittal (the “Letter of Transmittal”),
which, together with any amendments or supplements thereto, collectively constitute the “Offer”. The following are some of
the questions you, as a DXL stockholder, may have and answers to those questions. You should carefully read this Offer to Purchase and
the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional
important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. Camac Fund and the Purchaser
have included cross-references in this summary term sheet to other sections of this Offer to Purchase where you will find more complete
descriptions of the topics mentioned below.

The
information concerning DXL contained herein and elsewhere in this Offer to Purchase has been taken from or is based upon publicly available
documents or records of DXL on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the
time of the Offer. Camac Fund and the Purchaser have not independently verified the accuracy and completeness of such information. Camac
Fund and the Purchaser have no knowledge that would indicate that any statements contained herein relating to DXL taken from or based
upon such documents and records filed with the SEC are untrue or incomplete in any material respect.

In
this Offer to Purchase, unless the context requires otherwise, the terms “we,” “our” and “us” refer
to Zodiac Partners II, LLC, Camac Fund and their subsidiaries, collectively.

Who
is offering to buy the Shares?

The
Purchaser, Zodiac Partners II, LLC, is a Delaware limited liability company formed for the purpose of making this Offer to acquire all
of the outstanding Shares of DXL. The Purchaser is an acquisition entity of Camac Fund LP.

What
securities are you offering to purchase?

We
are offering to acquire all of the outstanding Shares of DXL. We refer to one share of DXL common stock as a “share” or “Share.”
See “Introduction.”

How
much are you offering to pay for my Shares and what is the form of payment?

We
are offering to pay $0.82 per Share to you, in cash, without interest and less any required withholding taxes. If you are the record
owner of your Shares and you directly tender your Shares to us in the Offer, you will not be required to pay brokerage fees or similar
expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer,
commercial bank, trust company or other nominee tenders your Shares on your behalf, they may charge you a fee for doing so. You should
consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See “Introduction.”

Why
are you making the Offer?

We
are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, DXL. If the Offer is consummated,
we intend to complete a second-step merger (the “Proposed Merger”) with DXL pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware (the “DGCL”), pursuant to which DXL will become a wholly owned subsidiary of Zodiac Partners
II, LLC and all outstanding Shares that are not purchased in the Offer (other than Shares held by Zodiac Partners II, LLC and its subsidiaries
or by stockholders who perfect their appraisal rights) will be exchanged for an amount in cash per Share equal to the highest price paid
per Share pursuant to the Offer. See “The Offer—Section 12—Purpose of the Offer and the Proposed Merger; Plans for
DXL; Statutory Requirements; Approval of the Proposed Merger.”

Camac
Fund and the Purchaser are seeking to negotiate a definitive agreement for the acquisition of DXL by Zodiac Partners II, LLC, and have
prepared a draft definitive agreement on customary terms for such purpose and are prepared to begin such negotiations immediately.

How
long will it take to complete your proposed transaction?

The
timing of completing the Offer and Proposed Merger will depend on, among other things, if and when DXL enters into a definitive agreement
with us and the number of Shares we acquire pursuant to the Offer, and if and when any waiting period (including any extension thereof
and any timing agreement entered into with any United States or foreign governmental or regulatory authority, agency, commission, body,
court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”) to delay or not to
consummate the transactions entered in connection therewith) applicable to the consummation of the Offer and the Proposed Merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

Do
you have the financial resources to pay for the Shares?

We
will need approximately $46 million to purchase all outstanding Shares pursuant to the Offer and to refinance certain indebtedness in
connection with the transaction. As of today, Zodiac Partners II, LLC a Delaware limited liability company and the acquisition entity
has a $10 million binding Equity Commitment from Camac Fund LP, along with a conditional term sheet for a $75 million revolving credit
facility (the “Debt Financing”), which together can be used, to finance the consideration for the Offer, refinance certain
indebtedness in connection with the transaction and pay related fees and expenses.

1 |

|

The
Debt Financing is provided by Eclipse Business Capital and is subject to the terms and conditions set forth in the related debt term
sheet.

The
ultimate funding for the Offer and related transactions may utilize all or only a portion of the Debt Financing in connection with the
Offer and related transactions.

Camac
Fund, LP and the Purchaser expect, based upon the combination of internally available cash and borrowings under the Debt Financing, to
have sufficient cash on hand at the expiration of the Offer to pay the offer price for all Shares in the Offer, to refinance certain
indebtedness in connection with the transaction and to pay related fees and expenses. Consummation of the Offer is subject to a financing
condition. See “The Offer—Section 10—Source and Amount of Funds.”

Is
your financial condition material to my decision to tender in the Offer?

We
do not think that our financial condition is material to your decision whether to tender Shares and accept the Offer because:

|
● |
the
Offer is being made for all outstanding Shares solely for cash; |

|
|
|

|
● |
the
Offer is subject to a financing condition; |

|
|
|

|
● |
the
purchaser has received conditional financing commitments in respect of funds, together with Camac Fund’s Equity Commitment,
sufficient to purchase all Shares validly tendered in the Offer and not validly withdrawn as described in more detail in “The
Offer—Section 10—Source and Amount of Funds”; and |

|
|
|

|
● |
if
we consummate the Offer, we will acquire in the Proposed Merger all remaining Shares that are not purchased in the Offer (other than
Shares held by purchaser and its subsidiaries or by stockholders who perfect their appraisal rights) for an amount in cash per Share
equal to the highest price paid per Share pursuant to the Offer, and we will have sufficient funds available pursuant to the financing
commitments to consummate the Proposed Merger. |

See
“The Offer—Section 11—Background of the Offer.”

How
long do I have to decide whether to tender in the Offer?

You
have until the expiration time of the Offer to tender. The Offer currently is scheduled to expire at 5:00 PM, Eastern Time (ET), at the
end of June 19 th , 2026. We may, in our sole discretion, extend the Offer from time to time for any reason. If the Offer is
extended, we will issue a press release announcing the extension at or before 9:00 a.m., Eastern Time (ET), on the next business day
after the date the Offer was scheduled to expire. See “The Offer—Section 1—Terms of the Offer.”

We
may elect to provide a “subsequent offering period” for the Offer. A subsequent offering period, if one is provided, will
be an additional period of time beginning after we have purchased Shares tendered during the Offer, during which stockholders may tender,
but not withdraw, their Shares and receive the Offer consideration. We do not currently intend to include a subsequent offering period,
although we reserve the right to do so. See “The Offer—Section 1—Terms of the Offer.”

What
are the conditions to the Offer?

The
consummation of the Offer is subject to a number of conditions, including, among other things, the Minimum Tender Condition, the Board
Approval Condition, the Regulatory Approvals Condition, the Material Adverse Effect Condition and the No Injunction Condition each as
defined and set forth in the section of the Offer to Purchase titled “The Offer—Section 14—Conditions of the Offer”.

Subject
to the applicable rules and regulations of the SEC and the terms and conditions of the Offer, purchaser expressly reserves the right
(but will not be obligated) to waive any conditions to the Offer at any time, except for the Regulatory Approvals Condition, in each
case by giving oral or written notice of such waiver to the Depositary and by making public announcement thereof. If we waive a material
condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to allow you to consider the
amended terms of the Offer.

The
consummation of the Offer is subject to a financing condition.

2 |

|

How
will I be notified if the Offer is extended?

If
we decide to extend the Offer, we will inform the Depositary of that fact and will make a public announcement of the extension, no later
than 9:00 a.m., Eastern Time (ET), on the next business day after the date the Offer was scheduled to expire. See “The Offer—Section
1—Terms of the Offer.”

How
do I tender my Shares?

To
tender Shares, you must deliver the certificates representing your Shares, together with a completed Letter of Transmittal and any other
required documents, to the Depositary, or tender such Shares pursuant to the procedure for book-entry transfer set forth in “The
Offer—Section 3—Procedure for Tendering Shares—Book-Entry Transfer,” not later than the time the Offer expires.
If your Shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your Shares
through The Depository Trust Company.

If
you cannot deliver everything required to make a valid tender to the Depositary before the expiration of the Offer, you may have a limited
amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses)
that is a member of Securities Transfer Agents Medallion Program or other “eligible guarantor institution,” as such term
is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), guarantee, pursuant
to a Notice of Guaranteed Delivery, that the missing items will be received by the Depositary within one NASDAQ Stock Market (“NASDAQ”)
trading day. However, the Depositary must receive the missing items within that one-trading-day period. See “The Offer—Section
3—Procedure for Tendering Shares.”

Until
what time can I withdraw tendered Shares?

You
can withdraw tendered Shares at any time before the Offer has expired, and, thereafter, you can withdraw them at any time until we accept
such Shares for payment. You may not, however, withdraw Shares tendered during a subsequent offering period, if one is provided. See
“The Offer—Section 4—Withdrawal Rights.”

How
do I withdraw tendered Shares?

To
withdraw tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you have
the right to withdraw the Shares. See “The Offer—Section 4—Withdrawal Rights.”

When
and how will I be paid for my tendered Shares?

Upon
the terms and subject to the conditions of the Offer, we will pay for all validly tendered and not withdrawn Shares promptly after the
later of the date of expiration of the Offer and the satisfaction or waiver of the conditions to the Offer set forth in “The Offer—Section
14—Conditions of the Offer.”

We
will pay for your validly tendered and not withdrawn Shares by depositing the purchase price with the Depositary, which will act as your
agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Shares
will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer
of such Shares) as described in “The Offer—Section 3—Procedure for Tendering Shares”, a properly completed, timely
received and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or Agent’s Message (as defined in “The
Offer—Section 3—Procedure for Tendering Shares”) in lieu of a Letter of Transmittal and any other required documents
for such Shares. See “The Offer—Section 2—Acceptance for Payment and Payment for Shares.”

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Will
the Offer be followed by a merger if all Shares are not tendered in the Offer?

If
(i) the Offer is consummated, (ii) we enter into a definitive merger agreement with DXL with respect to the acquisition of DXL by purchaser,
(iii) the conditions of Section 251(h) of the DGCL can be satisfied and (iv) pursuant to the Offer, we accept for payment and pay for
at least that number of Shares that, when added to Shares then owned by purchaser or any of its subsidiaries, constitutes at least a
majority of the outstanding Shares on a fully diluted basis, we expect to consummate the Proposed Merger with DXL in which DXL will become
a wholly owned subsidiary of purchaser. In the Proposed Merger, all Shares that were not purchased in the Offer will be exchanged for
an amount in cash per Share equal to the highest price paid per Share pursuant to the Offer. If the Proposed Merger takes place, stockholders
who did not validly tender Shares in the Offer (other than Shares held by purchaser or its subsidiaries (including the Purchaser) and
Shares owned by stockholders who properly perfect their appraisal rights under the DGCL) will receive the same amount of cash per Share
that they would have received had they validly tendered their Shares in the Offer. See “The Offer—Section 12—Purpose
of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger.”

The
treatment of your Shares if the Proposed Merger does take place and you properly perfect your appraisal rights is discussed in “The
Offer—Section 15—Certain Legal Matters; Regulatory Approvals; Appraisal Rights.”

If
at least a majority of the Shares outstanding are tendered and accepted for payment, and the other conditions to consummation of the
Offer have been satisfied, will DXL continue as a public company?

As
described above, we currently intend, as soon as practicable following consummation of the Offer, to seek to acquire all remaining Shares
in the Proposed Merger. If the Proposed Merger takes place, DXL will no longer be publicly owned. Even if the Proposed Merger does not
take place, if we purchase all the tendered Shares, it is possible that there may be so few remaining stockholders and publicly held
Shares that the Shares will no longer be eligible to be traded on a securities exchange, that there may not be an active or liquid public
trading market for the Shares, and/or that DXL may cease to be required to comply with the SEC rules relating to publicly held companies
or otherwise cease to make filings with the SEC. See “The Offer—Section 7—Possible Effects of the Offer on the Market
for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.”

Do
I have to vote to approve the Proposed Merger?

No.
Your vote is not required to approve the Proposed Merger.

Do
you intend to attempt to nominate directors to the Board at DXL’s 2026 Annual Meeting of Stockholders?

No,
but we might. The Offer does not constitute a solicitation of proxies in connection with such matter. Any such solicitation will be made
only pursuant to separate proxy materials complying with the requirements of the rules and regulations of the SEC.

Do
I need to grant a proxy to purchaser in connection with the proxy solicitation if I wish to accept the Offer?

No.
Your ability to tender your shares of DXL common stock in the offer is not conditioned on your granting of a proxy to Purchaser.

If
I decide not to tender, how will the Offer affect my Shares?

As
described above, if the Offer is consummated, we intend to complete a second-step merger with DXL in which DXL will become a wholly owned
subsidiary of purchaser and all outstanding Shares that are not purchased in the Offer (other than Shares held by purchaser and its subsidiaries
or by stockholders who perfect their appraisal rights) will be exchanged for an amount in cash per Share equal to the highest price paid
per Share pursuant to the Offer. If the Proposed Merger is consummated, stockholders who did not tender their Shares in the Offer (other
than those properly exercising their appraisal rights) will receive cash in an amount equal to the price per Share paid in the Offer.
If, however, the Offer is consummated and the Proposed Merger does not take place for any reason, your Shares may be affected, among
other ways, as described in this Offer to Purchase. See “The Offer—Section 7—Possible Effects of the Offer on the Market
for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.”

4 |

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Are
appraisal rights available in the Offer or the Proposed Merger?

Appraisal
rights are not available in the Offer. If the Proposed Merger is consummated, holders of Shares at the effective time of the Proposed
Merger who do not vote in favor of, or consent to, the Proposed Merger and who comply with Section 262 of the DGCL will have the right
to demand appraisal of their Shares. Under Section 262 of the DGCL, stockholders who demand appraisal and comply with the applicable
statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares, exclusive of any element
of value arising from the accomplishment or expectation of the Proposed Merger, and to receive payment of that fair value in cash, together
with a fair rate of interest, if any. Any judicial determination of the fair value of Shares could be based upon factors other than,
or in addition to, the price per share to be paid in the Proposed Merger or the market value of the Shares. The value so determined could
be more or less than the price per share to be paid in the Proposed Merger. See “The Offer—Section 15—Certain Legal
Matters; Regulatory Approvals; Appraisal Rights.”

What
is the market value of my Shares as of a recent date?

As
of May 11 th , 2026, the last trading day before the public announcement by Purchaser that it had made a Tender Offer to acquire
DXL, the last sales price of the Shares reported on NASDAQ was $0.6513 per Share. The Offer Consideration represents a premium of approximately
26% over that price. Please obtain a recent quotation for your Shares prior to deciding whether or not to tender. See “The Offer—Section
6—Price Range of Shares; Dividends.”

What
are the material U.S. federal income tax considerations of participating in the Offer?

In
general, the receipt of cash in exchange for Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes.
See “The Offer—Section 5—U.S. Federal Income Tax Considerations.”

We
recommend that you consult your tax advisor to determine the tax consequences to you of participating in the Offer in light of your particular
circumstances (including the application and effect of any state, local or non-U.S. income and other tax laws).

Who
can I talk to if I have questions about the Offer?

Questions
and requests for assistance may be directed to Saratoga Proxy Consulting LLC, the Information Agent for the Offer, at the telephone number
and address set forth below and on the back cover page of this Offer to Purchase. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the Offer.

The
Information Agent for the Offer is:

Saratoga
Proxy Consulting LLC

520
8th Avenue 14th Floor New York, NY 10018

John
Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com
7

To
the Stockholders of Destination XL Group, Inc.:

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INTRODUCTION

We,
Zodiac Partners II, LLC., a Delaware limited liability company (the “Purchaser”) and an acquisition entity of Camac Fund,
LP., a Delaware limited partnership (“Camac Fund”), are offering to purchase all outstanding shares of common stock (the
“Shares”), par value $0.01 per share, Destination XL Group, Inc., a Delaware corporation (“DXL”) at a price of
$0.82 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions
set forth in this Offer to Purchase and the accompanying letter of transmittal (the “Letter of Transmittal”), which, together
with any amendments or supplements thereto, collectively constitute the “Offer”. Stockholders who have Shares registered
in their own names and tender directly to Odyssey Transfer and Trust Company, the depositary for the Offer (the “Depositary”),
will not have to pay brokerage fees, commissions or similar expenses. Stockholders with Shares held in street name by a broker, dealer,
bank, trust company or other nominee should consult with their nominee to determine whether such nominee will charge a fee for tendering
Shares on their behalf. Except as set forth in Instruction 6 of the Letter of Transmittal, stockholders will not be obligated to pay
transfer taxes on the sale of Shares pursuant to the Offer. We will pay all charges and expenses of the Depositary and of Saratoga Proxy
Consulting LLC as information agent for the Offer (the “Information Agent”) incurred in connection with their services in
such capacities in connection with the Offer. See “The Offer—Section 17—Fees and Expenses.”

THE
OFFER IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SECTION OF THIS OFFER TO PURCHASE TITLED “THE OFFER—SECTION 14—CONDITIONS
OF THE OFFER”. These include, among other things, the Minimum Tender Condition, the Board Approval Condition, the Regulatory Approvals
Condition, the Material Adverse Effect Condition and the No Injunction Condition set forth in the section of the Offer to Purchase titled
“The Offer—Section 14—Conditions of the Offer” beginning on page 20.

Consummation
of the Offer is subject to a financing condition.

As
of the date of this Offer to Purchase, Zodiac Partners II, LLC and all affiliates beneficially own 100 Shares, representing less than
1% of the outstanding Shares. According to DXL’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on March 19, 2026 (the “DXL FY2025 Form 10-K”), as of March 9, 2026 there were 54,810,511 Shares issued
and outstanding, and based the Purchaser’s review of the DXL FY2025 Form 10-K, we believe as of March 9, 2026, there were options
to purchase approximately 44,000 Shares and 1,259,000 restricted stock units (“RSUs”) outstanding.

The
purpose of the Offer is to acquire control of, and ultimately the entire equity interest in, DXL. If the Offer is consummated, we intend
to complete a second-step merger with DXL in which DXL will become a wholly owned subsidiary of purchaser and all outstanding Shares
that are not purchased in the Offer (other than Shares held by Zodiac Partners II, LLC and its affiliates or by stockholders who perfect
their appraisal rights) will be exchanged for an amount in cash per Share equal to the highest price paid per Share pursuant to the Offer.
If the Offer conditions are satisfied and the Offer is consummated, the Proposed Merger may be effected as soon as practicable following
consummation of the Offer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)
without the affirmative vote of DXL’s stockholders, subject to satisfaction of the other conditions to Section 251(h) of the DGCL.
See “The Offer—Section 12—Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval
of the Proposed Merger.”

No
appraisal rights are available in connection with the Offer; however, stockholders may have appraisal rights, if properly exercised under
the DGCL and not withdrawn, in connection with the Proposed Merger. See “The Offer—Section 15—Certain Legal Matters;
Regulatory Approvals; Appraisal Rights.”

Subject
to applicable law, the Purchaser reserves the right to terminate the Offer, if the conditions to the Offer have not been satisfied, or
amend the Offer in any respect (including amending the number of Shares to be purchased, the offer price and the consideration to be
offered in a merger, including the Proposed Merger). In addition, in the event that the Purchaser enters into a merger agreement with
DXL and such merger agreement does not provide for a tender offer, the Purchaser reserves the right to terminate the Offer, in which
case the Shares would, upon consummation of such merger, be converted into the consideration negotiated by the Purchaser and DXL and
specified in such merger agreement.

In
the event the Offer is terminated or not consummated, or after the expiration of the Offer and pending consummation of the Proposed Merger,
we may purchase additional Shares not tendered in the Offer. Such purchases may be made in the open market or through privately negotiated
transactions, tender offers or otherwise. Any such purchases may be on the same terms as, or on terms more or less favorable to stockholders
than, the terms of the Offer. Any possible future purchases by us will depend on many factors, including the results of the Offer, our
business and financial position and general economic and market conditions.

After
the expiration of the Offer, we may, in our sole discretion, but are not obligated to, provide a subsequent offering period of at least
three business days to permit additional tenders of Shares (a “Subsequent Offering Period”). A Subsequent Offering Period
would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which stockholders
may tender Shares not tendered in the Offer. A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which
already will have been completed.

This
Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety
before you make a decision with respect to the Offer.

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THE
OFFER

|
1. |
Terms
of the Offer. |

Upon
the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such
extension or amendment), we will accept for payment and pay for all Shares validly tendered prior to the Expiration Time (as defined
below) and not previously withdrawn in accordance with “The Offer—Section 14—Conditions of the Offer.” “Expiration
Time” means 5:00 PM Eastern Time (ET), at the end of June 19 th , 2026, unless extended, in which event “Expiration
Time” means the time and date at which the Offer, as so extended, shall expire.

The
Offer is subject to the conditions set forth in “The Offer—Section 14—Conditions of the Offer,” which include,
among other things, satisfaction of the Minimum Tender Condition, the Board Approval Condition, the Regulatory Approvals Condition, the
Material Adverse Effect Condition and the No Injunction Condition. If any such condition is not satisfied before the Expiration Time,
we may (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal
rights as set forth in “The Offer—Section 4—Withdrawal Rights,” retain all such Shares until the expiration of
the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which the Offer
is open, purchase all Shares validly tendered prior to the Expiration Time and not withdrawn or (iv) delay acceptance for payment or
payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.

Subject
to any applicable rules and regulations of the SEC, we expressly reserve the right, but not the obligation, in our sole discretion, at
any time and from time to time, to extend the period during which the Offer is open for any reason by giving oral or written notice of
the extension to the Depositary and by making a public announcement of the extension. During any extension, all Shares previously tendered
and not withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw Shares.

If
we decrease the percentage of Shares being sought or increase or decrease the consideration to be paid for Shares pursuant to the Offer
and the Offer is scheduled to expire prior to the date that is ten (10) business days from, and including, the date that notice of such
increase or decrease is first published, sent or given in the manner specified below, the Offer shall be extended until the expiration
of such period of ten (10) business days. If we make any other material change in the terms of or information concerning the Offer or
waive a material condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to allow you
to consider the amended terms of the Offer. In a published release, the SEC has stated that in its view an offer must remain open for
a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum
Tender Condition is a material change in the terms of an offer. The SEC release states that an offer should remain open for a minimum
of five (5) business days from the date the material change is first published, sent or given to stockholders, and that if material changes
are made with respect to information that approaches the significance of price and number of shares tendered for, a minimum of ten (10)
business days may be required to allow adequate dissemination and investor response.

“Business
day” means any day other than Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through
12:00 midnight., New York City time.

If
we extend the Offer, are delayed in accepting for payment of or paying for Shares or are unable to accept for payment or pay for Shares
pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain all Shares tendered
on our behalf, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as
provided in “The Offer—Section 4—Withdrawal Rights.” Our reservation of the right to delay acceptance for payment
of or payment for Shares is subject to applicable law, which requires that we pay the consideration offered or return the Shares deposited
by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

Any
extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by a public announcement
thereof. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 9:00 a.m., Eastern
Time (ET), on the next business day after the previously scheduled Expiration Time.

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After
the expiration of the Offer, we may, in our sole discretion, but are not obligated to, provide a Subsequent Offering Period of at least
three (3) business days to permit additional tenders of Shares so long as, among other things, (i) the initial offering period of at
least twenty (20) business days has expired, (ii) we immediately accept and promptly pay for all securities validly tendered during the
Offer, (iii) we announce the results of the Offer, including the approximate number and percentage of Shares deposited in the Offer,
no later than 9:00 a.m., Eastern Time (ET), on the next business day after the Expiration Time and immediately begin the Subsequent Offering
Period and (iv) we immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period. A Subsequent
Offering Period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer,
during which stockholders may tender Shares not tendered in the Offer. A Subsequent Offering Period, if one is provided, is not an extension
of the Offer, which already will have been completed. We do not currently intend to provide a Subsequent Offering Period, although we
reserve the right to do so. If we elect, in our sole discretion, to include or extend a Subsequent Offering Period, we will make a public
announcement of such inclusion or extension no later than 9:00 a.m., Eastern Time (ET), on the next business day after the Expiration
Time or date of termination of any prior Subsequent Offering Period.

No
withdrawal rights apply to Shares tendered in a Subsequent Offering Period, and no withdrawal rights apply during a Subsequent Offering
Period with respect to Shares previously tendered in the Offer and accepted for payment. The same price paid in the Offer will be paid
to stockholders tendering Shares in a Subsequent Offering Period, if one is provided.

Purchaser
reserves the right, pursuant to Section 220(b) of the DGCL, to demand to inspect, among other items, DXL’s stock ledger and most
recent list of stockholders and to make and/or receive copies and extracts therefrom, along with any modifications, additions or deletions
thereto that become available or known to DXL or its agents or representatives. The purpose of this demand is to obtain names and addresses
of DXL stockholders to enable purchaser to communicate with its fellow DXL stockholders on matters relating to their mutual interests
as stockholders, including matters relating to the proposal by Purchaser to acquire DXL through a negotiated transaction.

We
may separately make a request to DXL for its latest stockholder list and security position listings which will be used, if needed, for
the purpose of disseminating the Offer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and
other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear
on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for
subsequent transmittal to beneficial owners of Shares.

|
2. |
Acceptance
for Payment and Payment for Shares. |

Upon
the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such
extension or amendment), we will accept for payment and pay for all Shares validly tendered before the Expiration Time and not withdrawn
promptly after the Expiration Time. We expressly reserve the right, in our sole discretion, but subject to applicable laws, to delay
acceptance for and thereby delay payment for Shares in order to comply with applicable laws or if any of the conditions referred to in
“The Offer—Section 14—Conditions of the Offer” have not been satisfied or if any event specified in such Section
has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), we reserve the right, in our sole discretion and subject to applicable law, to delay
the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer. For a description of our right to
terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The
Offer—Section 14—Conditions of the Offer.”

We
will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as
your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for Shares accepted
for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a
confirmation of a book-entry transfer of such Shares) into the Depositary’s account at the Book-Entry Transfer Facility (as defined
in “The Offer—Section 3—Procedure for Tendering Shares”), (ii) a properly completed and duly executed Letter
of Transmittal (or a manually signed facsimile thereof) or Agent’s Message in lieu of a Letter of Transmittal and (iii) any other
required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer—Section
3—Procedure for Tendering Shares.” Accordingly, payment may be made to tendering stockholders at different times if delivery
of the Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration
paid for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in making such payment .

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For
purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice
of our acceptance to the Depositary.

We
will pay the same per Share consideration pursuant to the Offer to all stockholders. The per Share consideration paid to any stockholder
pursuant to the Offer will be the highest per Share consideration paid to any other stockholder pursuant to the Offer.

We
reserve the right to transfer or assign, in whole or in part from time to time, to one or more of our affiliates the right to purchase
Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or
prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

If
any tendered Shares are not accepted for payment pursuant to the Offer for any reason, or if certificates are submitted for more Shares
than are tendered, certificates for such unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to you, as promptly
as practicable following the expiration or termination of the Offer.

|
3. |
Procedure
for Tendering Shares. |

Valid
Tender of Shares . In order for you to validly tender Shares pursuant to the Offer, either (i) the Depositary must receive at one
of its addresses set forth on the back cover of this Offer to Purchase (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other
documents required by the Letter of Transmittal and (b) certificates for the Shares to be tendered or delivery of such Shares pursuant
to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent’s Message if
the tendering stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Time, or (ii) the guaranteed delivery
procedure described below must be complied with.

The
method of delivery of Shares, the Letter of Transmittal, the Agent’s Message and all other required documents, including through
the Book-Entry Transfer Facility, is at the sole option and risk of the tendering stockholder, and delivery of the Shares, the Letter
of Transmittal and all other required documents will be deemed made, and risk of loss thereof will pass, only when actually received
by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If certificates for Shares are sent
by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration
Time.

The
valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as
your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act,
(ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender,
sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment
by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims.

Our
acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to
such Shares, upon the terms and subject to the conditions of the Offer.

Book-Entry
Transfer . The Depositary will establish an account with respect to the Shares for purposes of the Offer at The Depository Trust Company
(the “Book-Entry Transfer Facility”) after the date of this Offer to Purchase. Any financial institution that is a participant
in the Book-Entry Transfer Facility’s system may make book-entry transfer of Shares by causing the Book-Entry Transfer Facility
to transfer such Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for
such transfer. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees or an Agent’s
Message and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase by the Expiration Time, or the guaranteed delivery procedure described below must
be complied with . Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does
not constitute delivery to the Depositary .

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The
term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary
and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment
from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received, and agrees to be bound
by, the terms of the Letter of Transmittal and that we may enforce such agreement against such participant.

Signature
Guarantees . All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program
or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each an “Eligible
Institution”), unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and such
holder has not completed the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) such Shares
are tendered for the account of an Eligible Institution. See Instructions 1, 5 and 7 of the Letter of Transmittal.

If
the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment
is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered
holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates
or stock powers guaranteed as aforesaid. See Instructions 1, 5 and 7 of the Letter of Transmittal.

Guaranteed
Delivery . If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the
Depositary by the Expiration Time or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless
tender such Shares if all of the following conditions are met:

(i) such
tender is made by or through an Eligible Institution;

(ii) a
properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us is received by the Depositary, as provided
below, by the Expiration Time; and

(iii) the
certificate for such Shares, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile
thereof), with any required signature guarantees (in respect of Shares tendered by any means other than book-entry transfer through the
Depository) or, in the case of a book-entry transfer through DTC, a book-entry confirmation with respect to all such Shares together
with an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, are received by the Depositary
within one trading day after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which
NASDAQ is open for business.

The
Notice of Guaranteed Delivery may be delivered or transmitted by mail or email to the Depositary and must include a guarantee by an Eligible
Institution in the form set forth in such Notice of Guaranteed Delivery.

Backup
Withholding . Under U.S. federal income tax laws, payments in connection with the Offer and, if consummated, the Proposed Merger may
be subject to backup withholding (currently at a rate of 24%) unless the applicable exempt status is established or the required information
is provided. Backup withholding generally will apply to a stockholder that (1) fails to furnish its correct taxpayer identification number
(“TIN”) (which, for an individual, is generally the holder’s social security number), (2) fails to certify that such
holder is not subject to backup withholding, (3) fails to provide any other required information, or (4) has been notified by the Internal
Revenue Service (the “IRS”) that such holder is subject to backup withholding. A stockholder that does not provide a correct
TIN may be subject to IRS penalties. To avoid backup withholding on payments made pursuant to the Offer and, if applicable, the Proposed
Merger, each U.S. Holder (as defined in “Section 5—Certain U.S. Federal Income Tax Considerations”) should complete
and return the IRS Form W-9 included with the Letter of Transmittal. Each Non-U.S. Holder (as defined in “Section 5—Certain
U.S. Federal Income Tax Considerations”) should complete and submit an IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form
W-8), which can be obtained from the Depositary or at http://www.irs.gov. Backup withholding is not an additional tax and any amounts
withheld may be credited against a holder’s U.S. federal income tax liability (or, if applicable, refunded) provided the required
information is timely furnished to the IRS. For a more detailed discussion of backup withholding, see “Section 5—Certain
U.S. Federal Income Tax Considerations.”

10 |

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Appointment
of Proxy . By executing a Letter of Transmittal or, in the case of a book-entry transfer, by delivery of an Agent’s Message
in lieu of a Letter of Transmittal, you irrevocably appoint our designees as your attorneys-in-fact and proxies in the manner set forth
in the Letter of Transmittal, each with full power of substitution, to the full extent of your rights with respect to the Shares tendered
and accepted for payment by us (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after
the date of this Offer to Purchase). This power-of-attorney and proxy will be governed by and construed in accordance with the laws of
the State of Delaware and applicable federal securities laws. All such powers-of-attorney and proxies are irrevocable and coupled with
an interest in the tendered Shares (and such other Shares and securities). Such appointment is effective only upon our acceptance for
payment of such Shares. Upon such acceptance for payment, all prior powers-of-attorney, proxies and consents granted by you with respect
to such Shares (and such other Shares and securities) will, without further action, be revoked, and no subsequent powers-of-attorney,
proxies or consents may be given (and, if previously given, will cease to be effective). Our designees will be empowered to exercise
all your voting and other rights with respect to such Shares (and such other Shares and securities) as they, in their sole discretion,
may deem proper at any annual, special or adjourned meeting of DXL’s stockholders, or with respect to any actions by written consent
in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately
upon our acceptance for payment of such Shares, we or our designee must be able to exercise full voting, consent and other rights with
respect to such Shares (and such other Shares and securities) (including voting at any meeting of stockholders).

The
foregoing proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a
solicitation of proxies, absent a purchase of Shares, for any meeting of DXL’s stockholders.

Determination
of Validity . All questions as to the terms and conditions of the Offer (including the Letter of Transmittal and the instructions
thereto), the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by us, in our discretion, which determination will be final and binding on all parties, subject to the rights
of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent
judgment of any such court. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form
or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive
any condition of the Offer to the extent permitted by applicable law or any defect or irregularity in the tender of any Shares of any
particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares
will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of
the Purchaser or any of its affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to
give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

|
4. |
Withdrawal
Rights. |

Except
as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered
pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Time and, if such have not yet been
accepted for payment as provided herein, any time after July 11, 2026, which is 60 days from the date of the commencement of the Offer.

If
we extend the Offer, delay acceptance for payment or payment for Shares or are unable to accept for payment or pay for Shares pursuant
to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares
tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4.

For
your withdrawal to be effective, a written notice of withdrawal with respect to the Shares must be timely received by the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares,
if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered
to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed
by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder)
and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered
by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

11 |

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Withdrawals
may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered
by again following one of the procedures described in “The Offer—Section 3—Procedure for Tendering Shares” at
any time before the Expiration Time.

If
we provide a Subsequent Offering Period (as described in more detail in “The Offer—Section 1—Terms of the Offer”)
following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and no withdrawal rights will
apply during such Subsequent Offering Period with respect to Shares previously tendered in the Offer and accepted for payment.

We
will determine, in our discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal,
and our determination shall be final and binding, subject to the rights of holders of Shares to challenge such determination with respect
to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. We also reserve the absolute right
to waive any defect or irregularity in the withdrawal of Shares by any stockholder, whether or not similar defects or irregularities
are waived in the case of any other stockholder. None of the Purchaser, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or
irregularity or incur any liability for failure to give any such notification.

|
5. |
U.S.
Federal Income Tax Considerations. |

The
following is a general summary of certain material U.S. federal income tax considerations to stockholders who receive cash in exchange
for Shares pursuant to the Offer or, if consummated, the Proposed Merger. This summary is based on the Internal Revenue Code of 1986,
as amended (the “Code”), Treasury Regulations promulgated thereunder, published rulings and pronouncements of the IRS, administrative
positions of the IRS and judicial decisions, in each case as in effect as of the date of this Offer to Purchase. All of the foregoing
authorities are subject to change (possibly with retroactive effect), and any such change could affect the accuracy of the statements
and conclusions set forth in this discussion. This summary does not address any tax consequences arising under state, local or non-U.S.
tax laws, or U.S. federal estate or gift tax laws.

The
following summary is for general information purposes only and does not purport to consider all aspects of U.S. federal income taxation
that might be relevant to stockholders of DXL. We have not sought, and do not intend to seek, any ruling from the IRS or any opinion
of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that
the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

The
following summary applies only to stockholders in whose hands Shares are capital assets within the meaning of Section 1221 of the Code.
The following summary also does not address all U.S. federal income tax considerations that may be relevant to stockholders that are
subject to special tax rules, including expatriates and certain former citizens of the United States, stockholders whose functional currency
is not the U.S. dollar, partnerships and other pass-through entities, “controlled non-U.S. corporations,” “passive
non-U.S. investment companies,” financial institutions, insurance companies, brokers, dealers or traders in securities, commodities
or currencies, tax-exempt organizations, tax qualified retirement plans, persons liable for the alternative minimum tax, persons holding
Shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment,
stockholders who acquired their Shares through stock options or stock purchase plan programs or other compensatory arrangements, regulated
investment companies, real estate investment trusts, a stockholder that owns, actually or constructively, 5% or more of the Shares, persons
who have elected to use a mark-to-market method of tax accounting, persons subject to the personal holding company or accumulated earnings
rules, taxpayers subject to the anti-inversion rules, persons subject to special tax accounting rules as a result of any item of gross
income with respect to the Shares being taken into account in an “applicable financial statement” (as defined in section
451 of the Code), or stockholders deemed to sell Shares under the constructive sale provisions of the Code.

For
purposes of this summary, a “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes,
is or is treated as: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable
as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or
the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
(iv) a trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more
U.S. persons have the authority to control all of the substantial decisions of the trust, or (2) it has a valid election in effect under
applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. For purposes of this summary, a
“Non-U.S. Holder” is a beneficial owner of Shares (other than an entity or arrangement treated as a partnership for U.S.
federal income tax purposes) that is not a U.S. Holder.

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If
a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment
of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Accordingly, partnerships
or other entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners or members in those entities,
are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and, if applicable,
the Proposed Merger.

Holders
are urged to consult their tax advisors to determine the tax consequences to them of participating in the Offer or, if applicable, the
Proposed Merger in light of their particular circumstances (including the application and effect of any state, local or non-U.S. income
and other tax laws).

U.S.
Holders

Consequences
of the Offer and the Proposed Merger . The receipt of cash by U.S. Holders in exchange for Shares pursuant to the Offer or, if applicable,
the Proposed Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize a capital
gain or loss for U.S. federal income tax purposes in an amount equal to the difference,
if any, between (i) the amount of cash received (determined before the deduction of any withholding
tax) and (ii) the U.S. Holder’s adjusted tax basis in the Shares exchanged. Gain or loss will be determined separately for
each block of Shares (that is, Shares acquired at the same price in a single transaction) exchanged. If a U.S. Holder is an individual
or other non-corporate U.S. Holder whose holding period in the Shares exceeds one year, any such capital gain will generally be taxed
at preferential rates. The deductibility of capital losses is subject to limitations. In addition,
certain non-corporate U.S. Holders may be subject to an additional 3.8% tax on all or a portion of their “net investment income,”
which may include all or a portion of the gain recognized in connection with the Offer or, if applicable, the Proposed Merger.

Information
Reporting and Backup Withholding . Payments made to U.S. Holders pursuant to the Offer and, if consummated, the Proposed Merger may
be subject to information reporting and backup withholding. To avoid backup withholding, each U.S. Holder should provide the Depositary
with a properly executed IRS Form W-9 included with the Letter of Transmittal certifying such U.S. Holder’s correct taxpayer identification
number or otherwise establishing an exemption. Backup withholding is not an additional tax. U.S. Holders may use amounts withheld as
a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim
for refund with the IRS.

Non-U.S.
Holders

Consequences
of the Offer and the Proposed Merger . Subject to the discussion below under “Information Reporting and Backup Withholding,”
a Non-U.S. Holder who receives cash in exchange for Shares pursuant to the Offer or, if applicable, the Proposed Merger will generally
not be subject to U.S. federal income tax or withholding on any gain recognized, unless:

|
● |
the
gain, if any, is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States and,
if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the Non-U.S. Holder in the
United States; |

|
|
|

|
● |
the
Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the
exchange of Shares pursuant to the Offer or, if applicable, the Proposed Merger, and certain other requirements are met; or |

|
|
|

|
● |
DXL
is or has been a “U.S. real property holding corporation” (a “USRPHC”) under section 897 of the Code at any
time during the shorter of the five-year period ending on the date of the disposition and the Non-U.S. Holder’s holding period
for the Shares, in which case, subject to the exception set forth in the second sentence of the next paragraph, such gain will be
subject to U.S. federal income tax in the same manner as income effectively connected with the conduct of a trade or business within
the United States. |

13 |

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In
general, a corporation is a USRPHC if the fair market value of its “U.S. real property interests” equals or exceeds 50% of
the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business.
In the event that DXL is determined to be a USRPHC, gain will not be subject to tax as U.S. trade or business income if a Non-U.S. Holder’s
holdings (direct and indirect) at all times during the applicable period constituted 5% or less of the Shares, provided that the Shares
were regularly traded on an established securities market during such period. In addition, if DXL is a USRPHC, the cash paid to a Non-U.S.
Holder in the Offer or, if applicable, the Proposed Merger may be subject to U.S. federal withholding tax under the Foreign Investment
in Real Property Tax Act of 1980 (“FIRPTA”), unless an exception applies and/or appropriate certifications are provided.

Gain
on the Shares that is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and,
if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. Holder) will be subject
to U.S. federal income tax on a net basis at the graduated rates applicable to U.S. persons generally (and, with respect to corporate
Non-U.S. Holders, may also be subject to a branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income
tax treaty). Gain described in the second bullet of the preceding paragraph will generally be subject to a flat 30% tax (unless reduced
or eliminated by an applicable income tax treaty).

Information
Reporting and Backup Withholding . Payments made to Non-U.S. Holders pursuant to the Offer and, if applicable, the Proposed Merger
may be subject to information reporting and backup withholding. To avoid backup withholding, each Non-U.S. Holder should provide the
Depositary with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) certifying such Non-U.S. Holder’s
non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax. Non-U.S. Holders may use amounts
withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing
a claim for refund with the IRS. Any withholding under FIRPTA, if applicable, is separate from backup withholding.

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6. |
Price
Range of Shares; Dividends. |

The
Shares are listed and principally traded on NASDAQ under the symbol “DXLG.” The following table sets forth, for each of the
periods indicated, the high and low intraday prices per Share on NASDAQ, and dividends paid per Share, as disclosed in DXLs SEC filings
or, with respect to the 2026 prices, as reported in published financial sources:

| |
High | | |
Low | | |
Dividends
Paid

| |

Fiscal
Year 2024: | |
| | | |
| | | |
| | |

First Quarter (February 4-May
4, 2024) | |
$ | 4.16 | | |
$ | 3.12 | | |
| — | |

Second Quarter (May 5-August 3, 2024) | |
$ | 3.93 | | |
$ | 3.01 | | |
| — | |

Third Quarter (August 4-November 2, 2024) | |
$ | 3.29 | | |
$ | 2.19 | | |
| — | |

Fourth Quarter (November 3-February 1, 2025) | |
$ | 3.10 | | |
$ | 2.15 | | |
| — | |

Fiscal
Year 2025: | |
| | | |
| | | |
| | |

First Quarter (February 2-May 3, 2025) | |
$ | 2.77 | | |
$ | 0.90 | | |
| — | |

Second Quarter (May 4-August 2, 2025) | |
$ | 1.69 | | |
$ | 0.93 | | |
| — | |

Third Quarter (August 3-November 1, 2025) | |
$ | 1.52 | | |
$ | 0.97 | | |
| — | |

Fourth Quarter (November 2-January 31, 2026) | |
$ | 1.58 | | |
$ | 0.68 | | |
| — | |

Fiscal
Year 2026: | |
| | | |
| | | |
| | |

First Quarter (February 1, 2026 - April
30, 2026) | |
$ | 0.73 | | |
$ | 0.44 | | |
| — | |

Second Quarter (May
1, 2026 - May 11, 2026) | |
$ | 0.74 | | |
$ | 0.59 | | |
| — | |

On
May 11 th , 2026, the last trading day before the commencement of the Offer, the last sales price of the Shares reported on
NASDAQ was $0.6513 per Share. The Offer Consideration represents a premium of approximately 26% over that price. You are urged to
obtain current market quotations for the Shares prior to making any decision with respect to the Offer.

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|
7. |
Possible
Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.
|

Possible
Effects of the Offer on the Market for the Shares . If the Proposed Merger is consummated, stockholders who did not tender their Shares
in the Offer (other than those properly exercising their appraisal rights) will receive cash in an amount equal to the price per Share
paid in the Offer. If, however, the Offer is consummated and the Proposed Merger does not take place for any reason, it is possible that
there may be so few remaining stockholders and publicly held Shares that the Shares will no longer be eligible to be traded on a securities
exchange and there may not be an active or liquid public trading market for the Shares. We cannot predict whether the reduction in the
number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability
of, the Shares or whether such reduction would cause future market prices to be greater or less than the price paid in the Offer.

Stock
Exchange Listing . The Shares are listed on NASDAQ. Promptly following the consummation of the Offer, we intend to consummate the
Proposed Merger. If the Proposed Merger is consummated, the Shares will no longer meet the requirements for continued listing on NASDAQ
because there will only be a single holder of the Shares, which will be the Purchaser, and will cause DXL to delist the Shares from NASDAQ.
However, prior to the consummation of the Proposed Merger, or in the event that the Proposed Merger is not consummated, depending on
the number of Shares purchased pursuant to the Offer and the number of DXL stockholders remaining thereafter, it is possible the Shares
may no longer meet the standards for continued listing on NASDAQ and may be delisted from NASDAQ following consummation of the Offer.
If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued listing on NASDAQ,
the market for the Shares could be adversely affected. According to NASDAQ’s published guidelines, the Shares would not meet the
criteria for continued listing on NASDAQ if, among other things, (i) the number of publicly held Shares (defined as total shares outstanding,
less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the
total shares outstanding) were less than 750,000, (ii) the aggregate market value of the publicly held Shares was less than $5,000,000,
(iii) there were fewer than 400 round-lot stockholders or (iv) there were fewer than two market makers for the Shares. According to the
DXL FY2025 Form 10-K, as of March 9, 2026 there were 54,810,511 Shares issued and outstanding.

Registration
Under the Exchange Act . The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application
of DXL to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination
of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by DXL to
its stockholders and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a stockholders’
meeting and the related requirement to furnish an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange
Act with respect to “going private” transactions, no longer applicable to the Shares. Furthermore, “affiliates”
of DXL and persons holding “restricted securities” of DXL may be deprived of, or delayed in, the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. We intend to seek to cause DXL to terminate
registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration
of the Shares are met.

Margin
Regulations . The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal
Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit
on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, it
is possible the Shares might no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s
margin regulations and, therefore, could no longer be used as collateral for loans made by brokers.

|
8. |
Certain
Information Concerning DXL. |

Except
as otherwise expressly set forth in this Offer to Purchase, the information concerning DXL contained in this Offer to Purchase has been
taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its
entirety by reference thereto. None of Camac Fund or the Purchaser (or any of their respective affiliates), the Information Agent or
the Depositary take responsibility for the accuracy or completeness of the information contained in such documents and records or for
any failure by DXL to disclose events which may have occurred or may affect the significance or accuracy of any such information but
which are unknown to Camac Fund, the Purchaser, the Information Agent or the Depositary. Camac Fund, the Purchaser, the Information Agent
and the Depositary have relied upon the accuracy of the information included in such publicly available documents and records and other
public sources and have not made any independent attempt to verify the accuracy of such information.

15 |

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According
to the DXL FY2025 Form 10-K, DXL was incorporated under the laws of Delaware in 1976, its principal executive offices are located at
555 Turnpike Street, Canton, MA 02021, its telephone number is (781) 828-9300 and its website address is www.dxl.com. According to the
DXL FY2025 Form 10-K, Destination XL Group, Inc., together with its consolidated subsidiaries (the
“Company”), is the largest specialty retailer of big + tall men’s clothing with retail and direct operations
in the United States. DXL operates 58 DXL stores, 17 DXL outlet stores, 6 Casual Male XL retail stores, 15 Casual Male XL outlet stores
and a digital business, including an ecommerce site at www.dxl.com.

Additional
Information . DXL is subject to the informational requirements of the Exchange Act and, in accordance therewith, files periodic reports,
proxy statements and other information with the SEC relating to its business, financial condition and other matters. DXL is required
to disclose in such reports and proxy statements certain information, as of particular dates, concerning DXL’s directors and officers,
their remuneration, stock options granted to them, the principal holders of DXL’s securities and any material interest of such
persons in transactions with DXL. Such reports, proxy statements and other information may be obtained free of charge at the website
maintained by the SEC at http://www.sec.gov.

|
9. |
Certain
Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP. |

Purchaser .
The Purchaser is a Delaware limited liability company and, to date, has engaged in no activities other than those incidental to its formation
and the commencement of the Offer. The Purchaser is an acquisition entity of Camac Fund, LP, a Delaware limited partnership.

Camac
Partners LLC, manager of Camac Fund, LP, provides investment management services to hedge funds making investments across industries,
geographies, and asset classes. The firm manages in excess of $400 million and was founded in 2011.

Additional
Information . The name, business address, citizenship, present principal occupation and employment history for the past five years
of each of the members of the board of directors and the executive officers of Purchaser and the members of the board of directors and
the executive officers of the Purchaser are set forth in Schedule I to this Offer to Purchase.

None
of the Purchaser or affiliated entities, after reasonable inquiry, or any of the persons listed in Schedule I, has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any
judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities
laws or a finding of any violation of U.S. federal or state securities laws.

As
of the date of this Offer to Purchase, Purchaser beneficially owns one hundred (100) Shares, representing less than 1% of the outstanding
Shares. During the past one hundred eighty (180) days, Purchaser purchased the following Shares in open market transactions:

Date
of Purchase | |
Number
of
Shares
| | |
Price
per
Share

| |

December 30, 2025 | |
| 100 | | |
$ | 0.895 | |

16 |

|

Except
as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of the Purchaser and, to each of their
respective knowledge, the persons listed in Schedule I hereto or any associate of the Purchaser or any of the persons so listed, beneficially
owns or has a right to acquire any Shares or any other equity securities of DXL; (ii) none of the Purchaser and the persons or entities
referred to in clause (i) above has effected any transaction in the Shares during the past sixty (60) days; (iii) during the two (2)
years before the date of this Offer to Purchase, there have been no transactions between the Purchaser, and to its knowledge, any of
the persons listed in Schedule I to this Offer to Purchase, on the one hand, and DXL or any of its executive officers, directors or affiliates,
on the other hand, that would require reporting under SEC rules and regulations; and (iv) during the two (2) years before the date of
this Offer to Purchase, there have been no contacts, negotiations or transactions between the Purchaser or any of the persons listed
in Schedule I to this Offer to Purchase, on the one hand, and DXL or any of its subsidiaries or affiliates, on the other hand, concerning
a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.

Available
Information . Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the
“Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits
thereto, as well as other information filed by the Purchaser with the SEC, are available free of charge at the website maintained by
the SEC at http://www.sec.gov. Additionally, requests for copies of this Offer to Purchase, the related Letter of Transmittal, the Notice
of Guaranteed Delivery and all other related materials may be directed to the Information Agent or brokers, dealers, commercial banks
and trust companies and copies will be furnished promptly at the Purchaser’s expense.

|
10. |
Source
and Amount of Funds. |

We
will need approximately $46 million to purchase all outstanding Shares pursuant to the Offer and to refinance certain indebtedness in
connection with the transaction. In connection with the proposed merger Zodiac Partners II, LLC has secured a binding Equity Commitment
Letter from Camac Fund LP (the “Equity Financing”) in the amount of $10 million. Additionally, purchaser has received a conditional
term sheet for up to $75 million in Debt Financing, comprised of a three-year senior secured revolving credit facility, which may be
used, together with the Equity Financing, to finance the consideration for the Offer, to refinance certain indebtedness in connection
with the transaction and to pay related fees and expenses.

Consummation
of the Offer is subject to a financing condition.

ABL
Facility.

Purchaser
has obtained commitments from Eclipse Business Capital for a three-year asset-based revolving credit facility with an aggregate commitment
of up to $75 million (the “ABL Debt Financing”). Purchaser has received a conditional term sheet for ABL Debt Financing as
the only source of Debt Financing for this transaction.

The
commitments under the ABL Debt Financing are conditioned upon customary conditions as set forth in the document.

Interest
Rate and Maturity . Loans under the ABL Facility are expected to bear interest, at the Borrower’s option, at a rate equal to
the adjusted Secured Overnight Financing Rate or an alternate base rate, in each case plus a spread, and mature on the three-year anniversary
of the Closing Date.

Guarantors .
All obligations of the Borrower under the ABL Facility will be guaranteed by Borrower and each Subsidiary Guarantor.

Security .
The obligations under the ABL Facility will be secured, subject to permitted liens and other agreed upon exceptions, on a first priority
basis by a perfected security interest in the ABL Priority Collateral.

Other
Terms . The ABL Facility will contain customary representations and warranties and customary affirmative and negative covenants, including,
among other things, restrictions on indebtedness, investments, sales of assets, mergers and acquisitions, and transactions with affiliates.
The ABL Facility will also include customary events of defaults.

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|
11. |
Background
of the Offer. |

Since
late 2025, the Purchaser and its affiliates have made numerous attempts to engage constructively with DXL to reach a potential negotiated
transaction that would enhance value for DXL stockholders. The Purchaser submitted a written proposal to acquire DXL for $1.25 per share
in cash on January 9, 2026, which proposal represented a 36% premium over DXL’s share price as of the last trading day prior to
Purchaser’s submission of the written proposal. While financial advisors for DXL spoke to a representative of the Purchaser on
January 10, since Purchaser’s initial outreach in January 2026, Purchaser’s attempts at constructive engagement have been
rebuffed. Despite Purchaser’s various attempts, DXL has not provided for a discussion or access to information with respect to
its business, despite Purchaser’s willingness to sign a confidentiality agreement and comply with the terms of DXL’s Agreement
and Plan of Merger with the FBB Merger Agreement. As a result, Purchaser felt it had no alternative to making this offer directly to
the DXL stockholders without the benefit of due diligence to support a higher purchase price.

|
12. |
Purpose
of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger. |

Purpose
of the Offer and the Proposed Merger; Plans for DXL The purpose of the Offer is for the Purchaser, to acquire control of, and the
entire equity interest in, DXL. The Offer, as the first step in the acquisition of DXL, is intended to facilitate the acquisition of
all issued and outstanding Shares. The purpose of the Proposed Merger is to acquire all of the outstanding Shares not tendered and purchased
pursuant to the Offer. If the Minimum Tender Condition, the Board Approval Condition, the Regulatory Approvals Condition, the Material
Adverse Effect Condition and the No Injunction Condition and the other conditions of the Offer are satisfied and the Offer is consummated,
the Proposed Merger may be effected as soon as practicable following consummation of the Offer pursuant to Section 251(h) of the DGCL
without the affirmative vote of the DXL stockholders, subject to satisfaction of the other conditions to Section 251(h) of the DGCL.
See “Statutory Requirements; Approval of the Proposed Merger” below.

If
we acquire Shares pursuant to the Offer, depending upon the number of Shares so acquired and other factors relevant to our equity ownership
in DXL, we may, subsequent to consummation of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated
transactions, a tender or exchange offer or other transactions or a combination of the foregoing on such terms and at such prices as
we shall determine, which may be different from the price paid in the Offer. We also reserve the right to dispose of Shares that we have
acquired or may acquire.

If
the Shares are not delisted prior to the Proposed Merger, we intend to cause the delisting of the Shares by NASDAQ promptly following
consummation of the Proposed Merger. We intend to seek to cause DXL to terminate registration of the Shares under the Exchange Act as
soon after consummation of the Offer as the requirements for deregistration are met. See “The Offer—Section 7—Possible
Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.”

If
we consummate the Offer, we do not intend to declare any dividends on the Shares prior to the consummation of the Proposed Merger or
the Purchaser otherwise acquiring all of the outstanding Shares.

Purchaser
is seeking to negotiate a definitive agreement for the acquisition of DXL and are prepared to begin such negotiations immediately.

Subject
to applicable law, the Purchaser reserves the right to terminate the Offer, if the conditions to the Offer have not been satisfied, or
amend the Offer in any respect (including amending the number of shares, the offer price and the consideration to be offered in a merger,
including the Proposed Merger). In addition, in the event that the purchaser enters into a merger agreement with DXL and such merger
agreement does not provide for a tender offer, Camac Fund and the Purchaser reserve the right to terminate the Offer, in which case the
Shares would, upon consummation of such merger, be converted into the consideration negotiated by Camac Fund, the Purchaser and DXL and
specified in such merger agreement.

The
purchaser is conducting a detailed review of DXL and its assets, corporate structure, capitalization, indebtedness, operations, properties,
policies, management and personnel, and will consider which changes would be desirable in light of the circumstances that exist upon
completion of the Offer and the Proposed Merger. Camac Fund and the Purchaser will continue to evaluate the business and operations of
DXL during the pendency of the Offer and after the consummation of the Offer and the Proposed Merger and will take such actions as they
deem appropriate under the circumstances then existing. Thereafter, the purchaser intends to review such information as part of a comprehensive
review of DXL’s business, operations, capitalization, indebtedness and management with a view to optimizing development of DXL’s
potential in conjunction with DXL’s existing businesses. Possible changes could include changes in DXL’s business, corporate
structure, certificate of incorporation, bylaws, capitalization, board of directors and management. Plans may change based on further
analysis and Camac Fund, Purchaser and, after completion of the Offer and the Proposed Merger, the reconstituted DXL Board, reserve the
right to change their plans and intentions at any time, as deemed appropriate by purchaser or the reconstituted Board.

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Except
as described above or elsewhere in this Offer to Purchase, the Purchaser has no present plans or proposals that would relate to or result
in an extraordinary corporate transaction involving DXL or any of its subsidiaries (such as a merger, reorganization, liquidation, or
sale or other transfer of a material amount of assets), any change in the DXL Board or management, any material change in DXL’s
indebtedness, capitalization or dividend rate or policy or any other material change in DXL’s corporate structure or business.

Statutory
Requirements; Approval of the Proposed Merger . Section 251(h) of the DGCL provides that, following the consummation of a tender offer,
approval by the stockholders of the target corporation will not be required to authorize the subsequent merger if certain requirements
are met, including that: (i) the merger agreement expressly permits or requires the merger to be effected pursuant to Section 251(h)
and provides that such merger be effected as soon as practicable following the consummation of the tender offer; (ii) the purchaser must
tender for all outstanding shares on the terms provided in such agreement of merger that, absent the provisions of Section 251(h) of
the DGCL, would be entitled to vote on the adoption or rejection of the agreement of merger, provided, however, that such tender offer
may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or any class
or series thereof, and such offer may exclude any excluded stock; (iii) immediately following the consummation of the tender offer, the
purchaser must own the requisite number of shares of the target corporation to adopt the merger agreement if a meeting of stockholders
had to be called; (iv) the purchaser must merge with or into the target corporation pursuant to the merger agreement; and (v) the outstanding
shares of stock of the target corporation that are not purchased in the tender offer must be converted in the merger into, or into the
right to receive, the same amount and kind of consideration that was paid for shares of stock of the target corporation in the tender
offer. The Board Approval Condition requires that any definitive merger agreement executed in respect of the Proposed Merger expressly
state that the Proposed Merger is governed by Section 251(h) and provide that the Proposed Merger will be effected as soon as practicable
following the consummation of the tender offer. Prior to consummating the Offer, the Purchaser will determine whether the Proposed Merger
remains eligible to be effected pursuant to Section 251(h). If the Purchaser determines that the Proposed Merger can be effected pursuant
to Section 251(h), after the consummation of the Offer, the Purchaser intends to effect the Proposed Merger without prior notice to,
or any action by, any stockholder of DXL.

If
the Board Approval Condition is not satisfied but we elect, in our sole discretion, to consummate the Offer, Section 203 could significantly
delay our ability to acquire the entire equity interest in DXL. In general, Section 203 prevents an “interested stockholder”
(generally, a stockholder owning fifteen percent (15%) or more of a corporation’s outstanding voting stock or an affiliate or associate
thereof) from engaging in a “business combination” with a Delaware corporation, which would include the Proposed Merger,
for a period of three years following the time at which such stockholder became an interested stockholder unless (i) prior to such time
the corporation’s board of directors approved either the business combination or the transaction which resulted in such stockholder
becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in such stockholder becoming an interested
stockholder, the interested stockholder owned at least eighty-five percent (85%) of the corporation’s voting stock outstanding
at the time the transaction commenced (excluding shares owned by certain employee stock plans and persons who are directors and also
officers of the corporation) or (iii) at or subsequent to such time the business combination is approved by the corporation’s board
of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at
least sixty-six and two-thirds percent (66-2⁄3%) of the outstanding voting stock not owned by the interested stockholder.

We
reserve the right to waive the Board Approval Condition, although there can be no assurance that we will do so, and we have not determined
whether we would be willing to do so under any circumstances. If we waive such condition and purchase Shares pursuant to the Offer or
otherwise and Section 203 is applicable, we may nevertheless seek to consummate a merger or other business combination with DXL. On the
other hand, if we waive the Board Approval Condition and purchase Shares pursuant to the Offer or otherwise and are prevented by Section
203 from consummating a merger or other business combination with DXL for any period of time, we may (i) determine not to seek to consummate
such a merger or other business combination, (ii) seek to acquire additional Shares in the open market, pursuant to privately negotiated
transactions or otherwise, at prices that may be higher, lower or the same as the price paid in the Offer or (iii) seek to effect one
or more alternative transactions with or by DXL. We currently have no intention of waiving the Board Approval Condition. We have not
determined whether we would take any of the other actions described above under such circumstances.

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The
exact timing and details of any merger or other similar business combination involving DXL will necessarily depend upon a variety of
factors, including if and when DXL enters into a definitive merger agreement with us and the number of Shares we acquire pursuant to
the Offer, and if and when any necessary approvals or waiting periods under the laws of the U.S. or any foreign jurisdiction applicable
to the purchase of Shares pursuant to the Offer or the Proposed Merger expire or are terminated or obtained, as applicable, without any
actions or proceedings having been threatened or commenced by any federal, state or foreign government, governmental authority or agency
seeking to challenge the Offer or the Proposed Merger on antitrust grounds, as described herein.

The
foregoing discussion is not a complete statement of the DGCL and is qualified in its entirety by reference to the DGCL.

|
13. |
Dividends
and Distributions. |

If,
on or after the date of this Offer to Purchase, DXL (i) splits, combines or otherwise changes the Shares or its capitalization, (ii)
acquires Shares or otherwise causes a reduction in the number of Shares, (iii) issues, distributes to stockholders or sells additional
Shares, or any shares of any other class of capital stock, other voting securities or any securities convertible into or exchangeable
for, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, or (iv) discloses that it has taken
such action, then, without prejudice to our rights under “The Offer—Section 14—Conditions of the Offer,” we may
make such adjustments in the offer price and other terms of the Offer and the Proposed Merger as we deem appropriate to reflect such
split, distribution, combination or other change, including the number or type of securities offered to be purchased.

If,
on or after the date of this Offer to Purchase, DXL declares or pays any cash dividend on the Shares or other distribution on the Shares,
including without limitation any distribution of shares of any class or any other securities or warrants or rights, or issues with respect
to the Shares any additional Shares, shares of any other class of capital stock, payable or distributable to stockholders of record on
a date prior to the transfer of the Shares purchased pursuant to the Offer to us or our nominee or transferee on DXL’s stock transfer
records, then, subject to the provisions of “The Offer—Section 14—Conditions of the Offer,” (i) the offer price
may be reduced by the amount of any such cash dividends or cash distributions and (ii) the whole of any such non-cash dividend, distribution
or issuance to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for our account
and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for our account, accompanied
by appropriate documentation of transfer, or (b) at our direction, be exercised for our benefit, in which case the proceeds of such exercise
will promptly be remitted to us. Pending such remittance and subject to applicable law, we will be entitled to all rights and privileges
as owner of any such non-cash dividend, distribution, issuance or proceeds and may withhold the entire offer price or deduct from the
offer price the amount or value thereof, as determined by us in our sole discretion.

In
the event that we make any change in the offer price or other terms of the Offer, including the number or type of securities offered
to be purchased, we will inform DXL’s stockholders of this development and extend the expiration time of the Offer, in each case
to the extent required by applicable law.

|
14. |
Conditions
of the Offer. |

Notwithstanding
any other provision of the Offer, we are not required to accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser’s obligation to pay for or return tendered Shares
promptly after termination or expiration of the Offer), pay for any Shares, and may terminate or amend the Offer, if, before the Expiration
Time, the following conditions shall not have been satisfied:

|
a. |
Minimum
Tender Condition. There being validly tendered and not validly withdrawn prior to the Expiration Time (but excluding shares tendered
pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined by Section 251(h)
of the DGCL) that number of Shares that, when added to the Shares then owned by purchaser, would represent one share more than one
half of all Shares then outstanding as of the Expiration Time (the “Minimum Tender Condition”). |

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|

|
b. |
Board
Approval Condition . The DXL Board having approved (i) the Offer and the Proposed Merger pursuant to Section 251(h) of the DGCL
(and DXL having entered into a merger agreement with Purchaser that provides that the Proposed Merger can be completed in the manner
permitted by Section 251(h) of the DGCL), (ii) the Offer and the Proposed Merger under Section 203 of the DGCL (the “Board
Approval Condition”), and (iii) waived the restrictions of Section 4.03 of Article IV of its Certificate of Incorporation,
and any other contractual, statutory or other restrictions, with respect to the Offer. |

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|
c. |
Regulatory
Approvals Condition. (i) The waiting period (including any extensions thereof and any timing agreement entered into with any
governmental entity to delay or not consummate the Offer and the Proposed Merger) applicable to the consummation of the Offer and
the Proposed Merger under the HSR Act, shall have expired or been earlier terminated or not be applicable ; and (ii) all other waiting
periods (or extensions thereof or and any timing agreements entered into with any governmental entity to delay or not consummate
the Offer and the Proposed Merger) any applicable antitrust or competition laws and regulations (other than the HSR Act) shall have
expired or been earlier terminated and all other approvals, permits, authorizations, extensions, actions or non-actions, waivers
and consents of any governmental entity required in connection the consummation of the Offer or the Proposed Merger shall have been
obtained (the “Regulatory Approvals Condition”). |

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|
d. |
Material
Adverse Effect Condition. Since January 31, 2026, there has not been a Material Adverse Effect (the “Material Adverse Effect
Condition”). A “Material Adverse Effect” means any change, event, violation, effect inaccuracy, circumstance or
developments (a “ Change”) that, individually or in the aggregate with all other Changes that have occurred on or prior
to the date of determination of the occurrence of the Material Adverse Effect, and have, or are reasonably expected to have, a material
adverse effect on the business, properties, assets (including intangible assets), condition (financial or otherwise), prospects,
capitalization, liabilities, financial condition or results of operations of DXL, taken as a whole; provided, however, that none
of the following (by itself or when aggregated) will be deemed to be or constitute a Material Adverse Effect or will be taken into
account when determining whether a Material Adverse Effect has occurred or may, would or could occur (subject to the limitations
set forth below): (i) changes in general economic conditions in the United States or any other country or region in the world, or
changes in conditions in the global economy generally; (ii) changes in conditions in the financial markets, credit markets or capital
markets in the United States or any other country or region in the world, including (1) changes in interest rates or credit ratings
in the United States or any other country; (2) changes in exchange rates for the currencies of any country; or (3) any suspension
of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over the-counter
market operating in the United States or any other country or region in the world; (iii) changes in conditions in the industries
in which DXL generally conduct business; (iv) changes in regulatory, legislative or political conditions in the United States or
any other country or region in the world; (v) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, terrorism
(including cyberattacks or cyberterrorism) or military actions (including any escalation or general worsening of any such hostilities,
acts of war, sabotage, terrorism or military actions) in the United States or any other country or region in the world; (vi) earthquakes,
hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics
or disease outbreaks and other force majeure events in the United States or any other country or region in the world; (vii) changes
or proposed changes in GAAP or other accounting standards or in any applicable laws or regulations (or the enforcement or interpretation
of any of the foregoing); (viii) changes in the price or trading volume of the DXL Common Stock, in and of itself (it being understood
that any cause of such change may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration
when determining whether a Material Adverse Effect has occurred, to the extent not otherwise excluded hereunder); and (ix) any failure,
in and of itself, by DXL to meet (A) any public estimates or expectations of revenue, earnings or other financial performance or
results of operations for any period; or (B) any internal budgets, plans, projections or forecasts of its revenues, earnings or other
financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute,
in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect
has occurred, to the extent not otherwise excluded hereunder) except, with respect to clauses (i), (ii), (iv), (v), (vi) and (vii),
to the extent that such Change has had a disproportionate adverse effect on DXL relative to other companies of a similar size operating
in the industries in which DXL conducted business, in which case only the incremental disproportionate adverse impact may be taken
into account in determining whether there has occurred a Material Adverse Effect. . |

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|
e. |
No
Injunction Condition . No court or other governmental entity of competent jurisdiction shall have proposed, enacted, issued, promulgated,
enforced, entered or deemed applicable any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise
prohibits consummation of the Offer, the acceptance for payment of or the payment for some or all of the Shares by the Purchaser
or any of their respective subsidiaries or affiliates, or the consummation of the Proposed Merger or any other merger or business
combination involving DXL (the “No Injunction Condition”). “Laws” mean federal, state, local or foreign law,
statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award,
agency requirement, license or permit of any governmental entity. |

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|
f. |
Other
Conditions : |

|
i. |
neither
DXL nor any of its subsidiaries shall have (A) split, combined or otherwise changed, or authorized or proposed the split, combination
or other change of, the Shares or its capitalization, (B) acquired or otherwise caused a reduction in the number of, or authorized
or proposed the acquisition or other reduction in the number of, outstanding Shares or other securities, (C) issued or sold, or authorized
or proposed the issuance or sale of, any additional Shares, shares of any other class or series of capital stock, other voting securities
or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other
than the issuance of Shares, pursuant to and in accordance with the terms in effect on the date of this Offer, of employee stock
options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange
for any shares of its capital stock, (D) permitted the issuance or sale of any shares of any class of capital stock or other securities
of any subsidiary of DXL, (E) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital
stock of DXL, including without limitation any distribution of shares of any class or any other securities or warrants or rights,
(F) altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance
or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary
course of business, (G) authorized, |

recommended,
proposed or announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation,
dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right
of DXL or any of its subsidiaries or any comparable event not in the ordinary course of business, or (H) authorized, recommended, proposed
or announced its intent to enter into or entered into any agreement or arrangement with any person or group that has or may have material
adverse effect with respect to either the value of DXL or any of its subsidiaries or affiliates or the value of the Shares to us or any
of our subsidiaries or affiliates;

|
ii. |
neither
DXL nor any of its subsidiaries shall have (A) adopted, entered into or amended any employment, severance, change of control, retention
or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants
or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended
any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees or consultants
as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Shares
by us or our consummation of any merger or other similar business combination involving DXL (including, in each case, in combination
with any other event such as termination of employment or service), (B) except as may be required by law, taken any action to terminate
or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement
Income Security Act of 1974) of DXL or any of its subsidiaries, or we shall have become aware of any such action which was not previously
announced, or (C) transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment,
severance, change of control or other similar agreement, in each case other than in the ordinary course of business; |

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|
iii. |
neither
DXL nor any of its subsidiaries shall have amended, or authorized or proposed any amendment to, its certificate of incorporation
or bylaws (or other similar constituent documents) or we become aware that DXL or any of its subsidiaries shall have amended, or
authorized or proposed any amendment to any of their respective certificates of incorporation or bylaws (or other similar constituent
documents) which has not been previously disclosed, in each case in a manner that, in the reasonable judgment of purchaser, might,
directly or indirectly, (A) delay or otherwise restrain, impede or prohibit the consummation of the Offer or the Proposed Merger
or (B) prohibit or limit the full rights of ownership of shares of the Shares by purchaser or any of its affiliates, including, without
limitation, the right to vote any shares of Shares acquired by Purchaser pursuant to the Offer or otherwise on all matters properly
presented to DXL stockholders for a vote; |

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|
iv. |
neither
DXL nor any of its subsidiaries shall have (A) granted to any person proposing a merger or other business combination with or involving
DXL or any of its subsidiaries or the purchase of securities or assets of DXL or any of its subsidiaries any type of option, warrant
or right which, in our reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any
Shares or other securities, assets or business of DXL or any of its subsidiaries) or (B) paid or agreed to pay any cash or other
consideration to any party in connection with or in any way related to any such business combination or purchase; and |

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|
v. |
neither
DXL nor any of its subsidiaries shall have adopted any plan or arrangement of the sort commonly referred to as a “stockholder
rights plan,” “shareholder rights plan” or “poison pill” or any other similar plan, instrument or device
with respect to an unsolicited takeover of DXL or acquisition of the Shares, unless such plan, instrument or device has been terminated
or all of the rights issued thereunder have been redeemed. |

The
foregoing conditions are for the sole benefit of the Purchaser and their affiliates and may be asserted by us in our discretion or may
be waived by us in our discretion in whole or in part at any time or from time to time before the Expiration Time. We expressly reserve
the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer. Our failure
at any time to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time or from time to time before the Expiration Time. Notwithstanding
the foregoing, in accordance with SEC rules and regulations, upon discovery of a condition that gives rise to termination of the Offer,
we will undertake to promptly notify the DXL stockholders of a decision to either terminate the Offer, or to waive the condition and
proceed with the Offer. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver
with respect to any other facts and circumstances. If we waive a material condition of the Offer, we will extend the Offer, if required
by applicable law, for a period sufficient to allow you to consider the amended terms of the Offer.

Consummation
of the Offer is subject to a financing condition.

|
15. |
Certain
Legal Matters; Regulatory Approvals; Appraisal Rights. |

General .
Based on our examination of publicly available information filed by DXL with the SEC and other publicly available information concerning
DXL, we are not aware of any governmental license or regulatory permit that appears to be material to DXL’s business that might
be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below, of any approval or other action
by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our
acquisition or ownership of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently
contemplate that, except as described below under “Other State Takeover Statutes,” such approval or other action will be
sought. Except as described below under “Antitrust,” there is, however, no current intent to delay the purchase of Shares
tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained (with or without substantial conditions), or that, if such approvals were not obtained or such other actions
were not taken, adverse consequences might not result to DXL’s business or certain parts of DXL’s business might not have
to be disposed of, any one of which could cause us to elect to terminate the Offer without the purchase of Shares thereunder. Our obligation
under the Offer to accept for payment and pay for Shares is subject to the conditions set forth in “The Offer—Section 14—Conditions
of the Offer.”

Delaware
Business Combination Statute . DXL is subject to the provisions of Section 203, which imposes certain restrictions on business combinations
involving DXL. For a discussion of the provisions of Section 203, see “The Offer—Section 12—Purpose of the Offer and
the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger.”

23 |

|

Other
State Takeover Statutes . A number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire
corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places
of business or whose business operations otherwise have substantial economic effects in, such states. DXL, directly or through subsidiaries,
conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described herein,
we do not know whether any of these laws will, by their terms, apply to the Offer or any merger or other business combination between
us or any of our affiliates and DXL, and we have not made efforts to comply with any such laws. To the extent that certain provisions
of these laws purport to apply to the Offer or any such merger or other business combination, we believe that there are reasonable bases
for contesting such laws.

If
any government official or third party seeks to apply any state takeover law to the Offer or any merger or other business combination
between us or any of our affiliates and DXL, we will take such action as then appears desirable, which action may include challenging
the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes
are applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that they are
inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain
information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for
payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or
other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “The
Offer—Section 14—Conditions of the Offer.”

Antitrust .
Under the HSR Act, and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain
acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department
of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. We believe
that the purchase of Shares pursuant to the Offer is not subject to such requirements.

Shares
will not be accepted for payment or paid for pursuant to the Offer until the expiration or earlier termination of the applicable waiting
periods under the HSR Act, the Competition Act or other foreign law. See “The Offer—Section 14—Conditions of the Offer.”
Subject to certain circumstances described in “The Offer—Section 14—Conditions of the Offer,” any extension of
the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law.

At
any time before or after the consummation of any such transactions, the Antitrust Division, the FTC or foreign antitrust regulators could
take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the
purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of our or DXL’s substantial
assets. Private parties and individual states may also bring legal action under the antitrust laws. There can be no assurance that a
challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The
Offer—Section 14—Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to
litigation and certain governmental actions. Shares will not be accepted for payment or paid for pursuant to the Offer if, before or
after the expiration of the applicable waiting period under the HSR Act, the Antitrust Division, the FTC, a state, a private party, foreign
antitrust regulators including the Competition Bureau or any other antitrust regulator has commenced or threatens to commence an action
or proceeding against the Offer or Proposed Merger as a result of which any of the conditions described in “The Offer—Section
14—Conditions of the Offer” would not be satisfied.

If
the Antitrust Division, the FTC, a state, a private party, foreign antitrust regulators including the Competition Bureau or any other
antitrust regulator raises antitrust concerns in connection with the Offer, Camac Fund and the Purchaser, at their discretion, may engage
in negotiations with the relevant governmental agency or party concerning possible means of addressing these issues and may delay consummation
of the Offer or the Proposed Merger while such discussions are ongoing. Due to the fact that DXL has not provided any non-public information
to Purchaser or Camac Fund, at this time, our analysis of required regulatory filings and approvals is based solely on publicly available
information about DXL and, as a result, our analysis could be incomplete. Based on the information currently available to us, we are
not aware of any other regulatory filings or approvals in other non-U.S. jurisdictions that will be required as a result of the Offer
or the Proposed Merger. If DXL engages in a due diligence process with respect to the Offer and the Proposed Merger, we expect to receive
additional non-public information that will enable us to confirm our analysis of required regulatory filings or approvals. Based on information
available to date, Purchaser believes that it can make all necessary filings and obtain all necessary regulatory approvals without DXL’s
cooperation with Purchaser.

24 |

|

Appraisal
Rights . You do not have appraisal rights as a result of the Offer. However, if the Proposed Merger is consummated, stockholders of
DXL who do not tender their Shares in the Offer, continue to hold Shares at the time of consummation of the Proposed Merger, neither
vote in favor of the Proposed Merger nor consent thereto in writing and who otherwise comply with the applicable statutory procedures
under Section 262 of the DGCL will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any
element of value arising from the accomplishment or expectation of such merger) and to receive payment of such fair value in cash, together
with a fair rate of interest, if any (all such Shares, collectively, the “Dissenting Shares”). Since appraisal rights are
not available in connection with the Offer, no demand for appraisal under Section 262 of the DGCL may be made at this time. Any such
judicial determination of the fair value of the Dissenting Shares could be based upon considerations other than or in addition to the
price paid in the Offer and the market value of the Shares. Stockholders should recognize that the value so determined could be higher
or lower than, or the same as, the price per Share paid pursuant to the Offer or the consideration paid in the Proposed Merger. Moreover,
we may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Dissenting Shares is less than
the price paid in the Offer.

If
any holder of Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses, its, his
or her rights to appraisal as provided in the DGCL, the Shares of such stockholder will be converted into the right to receive the price
per Share paid in the Proposed Merger. A stockholder may withdraw his demand for appraisal by delivering to us a written withdrawal of
his demand for appraisal and acceptance of the Proposed Merger.

Failure
to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. The foregoing
summary of the rights of dissenting stockholders under Delaware law does not purport to be a statement of the procedures to be followed
by DXL stockholders desiring to exercise any appraisal rights under Delaware law. We recommend that any DXL stockholders wishing to pursue
appraisal rights with respect to the Proposed Merger consult their legal advisors.

Any
merger or other similar business combination with DXL would also have to comply with any applicable U.S. federal law. In particular,
unless the Shares were deregistered under the Exchange Act prior to such transaction, if such merger or other business combination were
consummated more than one year after termination of the Offer or did not provide for stockholders to receive cash for their Shares in
an amount at least equal to the price paid in the Offer, we may be required to comply with Rule 13e-3 under the Exchange Act. If applicable,
Rule 13e-3 would require, among other things, that certain financial information concerning DXL and certain information relating to the
fairness of the proposed transaction and the consideration offered to minority stockholders in such a transaction be filed with the SEC
and distributed to such stockholders prior to consummation of the transaction.

|
16. |
Legal
Proceedings. |

We
are not aware of any legal proceedings relating to this Offer to Purchase.

|
17. |
Fees
and Expenses. |

We
have retained Saratoga Proxy Consulting LLC to act as the Information Agent and Odyssey Transfer and Trust Company to act as the Depositary
in connection with the Offer. The Information Agent may contact holders of Shares by mail, e-mail, telephone, telex, telegraph, personal
interviews and other methods of communication and may request brokers, dealers, banks, trust companies and other nominees to forward
materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary
compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

We
will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Depositary)
for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, banks, trust companies and other nominees will, upon request,
be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

25 |

|

|
18. |
Miscellaneous.
|

Neither
the Purchaser, Zodiac Partners II, LLC, nor Camac Fund is aware of any jurisdiction where the making of the Offer is prohibited by any
administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the
making of the Offer or the acceptance of the Shares pursuant thereto, we will make a good faith effort to comply with that state statute
or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot cause the Offer to comply with
the state statute, we will not make the Offer to the holders of Shares in that state. In those jurisdictions where applicable laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered
brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

No
person has been authorized to give any information or make any representation on behalf of the Purchaser not contained in this Offer
to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having
been authorized.

We
have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 14d-3 under the Exchange Act,
furnishing certain additional information with respect to the Offer. The Schedule TO and any amendments thereto, including exhibits,
are available free of charge at the website maintained by the SEC at http://www.sec.gov in the manner described in “The Offer -
Section 9 - Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP” of this Offer to Purchase.

Zodiac
Partners II, LLC.

May
12 th , 2026

The
Depositary for the Offer is:

By
Mail: |
  |
By
Express Mail; or Courier: |

|
  |
|

Odyssey
Transfer and Trust Company

Attn:
Corporate Actions, DXLG

860
Blue Gentian Road, Suite 320

Eagan,
MN 55121
|
  |
Odyssey
Transfer and Trust Company

Attn:
Corporate Actions, DXLG

860
Blue Gentian Road, Suite 320

Eagan,
MN 55121
|

Questions
or requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth below. Requests for
copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and all other related materials
may be directed to the Information Agent or brokers, dealers, commercial banks and trust companies, and copies will be furnished promptly
at the Purchaser’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.

The
Information Agent for the Offer is:

Saratoga
Proxy Consulting LLC

520
8th Avenue 14th Floor New York, NY 10018

John
Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com

26 |

### EX-99.(A)(1)(B) - EX-99.(A)(1)(B)
EX-99.(A)(1)(B)
3
ex-99_a1b.htm
EX-99.(A)(1)(B)

Exhibit
(a)(1)(B)

Corporate
Actions Voluntary COY: DXLG

LETTER
OF TRANSMITTAL

To
Tender Shares of Common Stock

of

Destination
XL Group, Inc.

Pursuant
to the Offer to Purchase

dated
May 12 th , 2026

by

Zodiac
Partners II, LLC,

An
Acquisition Entity of

Camac
Fund, LP

THE
OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM EASTERN TIME (ET), AT THE END OF JUNE 19 th , 2026, UNLESS THE OFFER IS EXTENDED.

The
undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) for exchange. You are hereby
authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes
on the following page) a check representing a cash payment for shares tendered pursuant to this Letter of Transmittal. Such cash payment
shall equal $0.82 per share of common

stock
tendered.

Method
and delivery of the certificate(s) is at the option and risk of the owner. Mail or deliver this Letter of Transmittal, together with
the certificate(s) representing your shares, to the Depositary for this Offer:

 

By
Mail: |
  |
By
Express Mail; or Courier: |

|
|
|

Odyssey
Transfer and Trust Company |
  |
Odyssey
Transfer and Trust Company |

|
|
|

Attn:
Corporate Actions, DXLG |
|
Attn:
Corporate Actions, DXLG |

|
|
|

860
Blue Gentian Road, Suite 320 |
|
860
Blue Gentian Road, Suite 320 |

|
|
|

Eagan,
MN 55121 |
|
Eagan,
MN 55121 |

|
|
|

uscorporateactions@odysseytrust.com |
|
uscorporateactions@odysseytrust.com |

ALL
QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, SARATOGA PROXY CONSULTING LLC, AT THE ADDRESS OR TELEPHONE
NUMBERS AS SET FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.

IF
YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER MATERIALS RELATED TO THE OFFER, YOU SHOULD CONTACT
THE INFORMATION AGENT AT THE ADDRESS OR TELEPHONE NUMBERS AS SET FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.

DELIVERY
OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE A VALID DELIVERY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH A SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE
IRS FORM W-9 SET FORTH BELOW, IF REQUIRED. PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL.

NEITHER
THE PURCHASER NOR CAMAC FUND IS AWARE OF ANY JURISDICTION WHERE THE MAKING OF THE OFFER IS PROHIBITED BY ANY ADMINISTRATIVE OR JUDICIAL
ACTION PURSUANT TO ANY VALID STATE STATUTE. IF WE BECOME AWARE OF ANY VALID STATE STATUTE PROHIBITING THE MAKING OF THE OFFER OR THE
ACCEPTANCE OF THE SHARES PURSUANT THERETO, WE WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH THAT STATE STATUTE OR SEEK TO HAVE SUCH STATUTE
DECLARED INAPPLICABLE TO THE OFFER. IF, AFTER A GOOD FAITH EFFORT, WE CANNOT CAUSE THE OFFER TO COMPLY WITH THE STATE STATUTE, WE WILL
NOT MAKE THE OFFER TO THE HOLDERS OF SHARES IN THAT STATE. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS REQUIRE THE OFFER TO BE MADE
BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY PURCHASER.

|

Corporate
Actions Voluntary COY: DXLG

THIS
LETTER OF TRANSMITTAL AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

|
|

THE UNDERSIGNED
TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE TRANSFER AGENT. |

 ☐ |
YES
|

|
|

 ☐ |
NO
|

  |
DESCRIPTION
OF SHARES TENDERED (INCLUDING UNCERTIFICATED SHARES) |
  |

  |
Name(s)
and Address(es) of Registered Holder(s)

(Name(s)
should be exactly as name(s) appear(s) on stock

certificate(s)
or on a security position listing.

Please
correct any errors below or fill in, if blank.)
|
  |
  |
Shares
Tendered

(Attach
additional list if necessary)
|
  |

  |
|
  |
  |
Certificate

Number(s)*
|
  |
  |
Total
Number

of
Shares

Represented
by

Certificate(s)*
|
  |
  |
Number
of Shares Tendered (including uncertificated shares) |
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
|
  |
  |
|
  |

  |
|
  |
  |
Total
Shares |
  |
  |
|
  |

NOTE:
IF YOU DO NOT CHECK EITHER OF THE BOXES ABOVE, UNCERTIFICATED SHARES, IF ANY, HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE TRANSFER
AGENT WILL NOT BE TENDERED.

The
Offer (as defined below) expires at the Expiration Time (as defined below), unless extended as described in the Offer to Purchase, in
which case the term “Expiration Time” means such subsequent time on such subsequent date.

This
Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent’s Message (as defined in the
Offer to Purchase) is utilized, if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary’s
account at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase or through DTC’s Automated Tender Offer Program (“ATOP”). Delivery
of documents to the DTC does not constitute delivery to the Depositary.

Holders
of outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Destination XL Group, Inc. (“DXL”),
whose certificates for such Shares are not immediately available or who cannot deliver such certificates and all other required documents
to the Depositary on or prior to the expiration of the offer, or who cannot complete the procedure for book-entry transfer on a timely
basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary .

|

Corporate
Actions Voluntary COY: DXLG

If
the certificate(s) representing Shares to be tendered have been mutilated, lost, stolen or destroyed, stockholders should (i) complete
this Letter of Transmittal and (ii) contact DXL’s transfer agent, Equiniti Trust Company, LLC, immediately by calling 1-800-937-5449.
DXL’s transfer agent will provide such holder with all necessary forms and instructions to replace any such mutilated, lost, stolen
or destroyed certificates. The stockholder may be required to post a bond as indemnity against any claim that may be made against it
with respect to the certificate(s) alleged to have been mutilated, lost, stolen or destroyed. See Instruction 9.

NOTE:
SIGNATURES MUST BE PROVIDED BELOW

PLEASE
READ ACCOMPANYING INSTRUCTIONS CAREFULLY

 ☐ |
CHECK
HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING: |

|
|
  |
|

|
Name
of Tendering Institution |
  |
|

|
Account
Number |
  |
|

|
Transaction
Code Number |
  |
|

|
|
  |
|

 ☐ |
CHECK
HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING: |

|
|
  |
|

|
Name(s)
of Tendering Stockholder(s) |
  |
|

|
Date
of Execution of Notice of Guaranteed Delivery |
  |
|

|
Name
of Institution that Guaranteed Delivery |
  |
|

|
If
delivery is by book-entry transfer: |
  |
|

|
Name
of Tendering Institution |
  |
|

|
Account
Number |
  |
|

|
Transaction
Code Number |
  |
|

Ladies
and Gentlemen:

The
undersigned hereby tenders to Zodiac Partners II, LLC, a Delaware limited liability company (the “Purchaser”) and an acquisition
entity of Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), the above-described shares of common stock, par
value $0.01 per share (the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”), pursuant
to the Purchaser’s offer to purchase all outstanding Shares at a price of $0.82 per Share, to the seller in cash, without interest
and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12 th ,
2026, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”). The Offer expires at 5:00 PM Eastern Time (ET), at the end of June 19 th ,
2026, unless extended as described in the Offer to Purchase (as extended, the “Expiration Time”). The Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares
tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer
or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.

|

Corporate
Actions Voluntary COY: DXLG

Upon
the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such
extension or amendment) and subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith and
not validly withdrawn prior to the Expiration Time in accordance with the terms of the Offer, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered hereby
(and any and all other Shares or other securities issued or issuable in respect thereof (collectively, “Distributions”))
on or after the commencement of the Offer and appoints the Purchaser the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to (i) deliver certificates
for such Shares (and all such other Shares or securities), or transfer ownership of such Shares (and all such other Shares or securities)
on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”),
together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii)
present such Shares (and all such other Shares or securities) for transfer on the books of DXL, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and all such other Shares, securities or Distributions), all in accordance
with the terms and conditions of the Offer.

By
executing this Letter of Transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message (as defined in
the Offer to Purchase) in lieu of this Letter of Transmittal), the undersigned hereby irrevocably appoints the Purchaser and its officers,
and each of them, and any other designees of the Purchaser, the attorneys and proxies of the undersigned, each with full power of substitution,
(i) to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or its, his or her substitute
shall in its, his or her sole discretion deem proper, with respect to all of the Shares tendered hereby which have been accepted for
payment by the Purchaser prior to the time of any vote or other action (and any and all other Shares or other securities or Distributions
issued or issuable in respect thereof) on or after the commencement of the Offer, at any meeting of stockholders of DXL (whether annual
or special and whether or not an adjourned or postponed meeting) or by written consent in lieu of any such meeting and (ii) to otherwise
act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect
to, all the Shares tendered hereby and accepted for payment by the Purchaser. This proxy is irrevocable and is granted in consideration
of, and is effective upon, the acceptance for payment of such Shares by the Purchaser in accordance with the terms of the Offer. Such
acceptance for payment shall, without further action, revoke any other proxy granted by the undersigned at any time with respect to such
Shares (and all such other Shares or securities), and no subsequent proxies will be given by the undersigned (and if given, will not
be deemed to be effective). This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable
federal securities laws.

Purchaser
reserves the right to require that, in order for Shares to be deemed validly tendered immediately upon Purchaser’s acceptance for
payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other
related securities or rights, including voting at any meeting of stockholders of DXL.

The
undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the
Shares tendered herein (and any and all other Shares or other securities or Distributions issued or issuable in respect thereof) on or
after the commencement of the Offer and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any
adverse claims. The undersigned hereby represents and warrants that (a) the undersigned is the holder of record of the Shares, (b) the
Share Certificate(s) have been endorsed to the undersigned in blank, or (c) the undersigned is a participant in DTC whose name appears
on a security position listing as owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents
deemed by Odyssey Transfer and Trust Company (the “Depositary”), the depositary and paying agent, for the Offer, or Purchaser
to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Shares tendered hereby and any and all
Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending
such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any
such Distributions and may withhold the entire offer price or deduct from such offer price the amount or value thereof, as determined
by Purchaser in its sole discretion.

It
is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until
the Share Certificate(s) owned by the undersigned (if any) are timely received by the Depositary at the address set forth above, together
with such additional documents as the Depositary may require, or in the case of Shares held in book-entry form, ownership of Shares is
validly and timely transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

|

Corporate
Actions Voluntary COY: DXLG

The
undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and all such other Shares or securities).

THE
METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL, THE AGENT’S MESSAGE AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH
THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY OF THE SHARES, THIS LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF WILL PASS, ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF CERTIFICATES FOR SHARES ARE SENT
BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IN TIME TO BE RECEIVED ON OR PRIOR TO THE EXPIRATION
TIME.

All
authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except
as stated in the Offer, this tender is irrevocable.

The
undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase
and in the instructions hereto will constitute an agreement between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer. The Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer, the Purchaser will not be required to accept any Shares tendered hereby.

Unless
otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of any Shares purchased,
and return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery
Instructions,” please mail the check for the purchase price of any Shares purchased and, if appropriate, return any certificates
for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the
undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions”
are completed, please issue the check for the purchase price of any Shares purchased and return any Shares not tendered or not purchased
in the name(s) of, and mail said check and any certificates to, the person(s) so indicated. Unless otherwise indicated herein in the
box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not
accepted for payment by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that the Purchaser has
no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s)
thereof if the Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL
PAYMENT INSTRUCTIONS

(See
Instructions 1, 6, 7 and 8)
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To
be completed ONLY if the check for the purchase price of Shares purchased (less any required withholding taxes) or certificates for
Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. |
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Issue |
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 ☐
check |
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 ☐
certificates to: |
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Name
|
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(Please
Print) |
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Address |
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(Zip
Code) |
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Taxpayer
Identification Number |
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SPECIAL
DELIVERY INSTRUCTIONS

(See
Instructions 1, 6, 7 and 8)
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To
be completed ONLY if the check for the purchase price of Shares purchased (less any required withholding taxes) or certificates for
Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned’s signature(s). |
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Issue |
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 ☐
check |
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 ☐
certificates to: |
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Name
|
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|
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(Please
Print) |
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Address |
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(Zip
Code) |
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Corporate
Actions Voluntary COY: DXLG

Important

SIGN
HERE

(PLEASE
COMPLETE ENCLOSED FORM W-9)

(Signature(s)
of Stockholder(s))

Dated
, 2026

Name(s) |
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(Please
Print) |

Capacity
(Full Title) |
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Address |
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(Zip
Code) |

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Area
Code and Telephone Number |
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Tax
Identification or Social Security No.: |
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(Must
be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 5.)

Guarantee
of Signature(s)

(If
required; see Instructions 1 and 5)

(For
use by Eligible Institutions only.

Place
medallion guarantee in space below)

Name
of Firm |
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Address |
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(Zip
Code) |

Authorized
Signature |
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Name |
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(Please
Print) |

Area
Code and Telephone Number |
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Dated
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,
2026 |

INSTRUCTIONS

Forming
Part of the Terms and Conditions of the Offer

1.
Guarantee of Signatures . Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by
a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good
standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution” (as such term
is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each an “Eligible
Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) has not completed
the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal
or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

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Corporate
Actions Voluntary COY: DXLG

2.
Delivery of Letter of Transmittal and Shares . This Letter of Transmittal is to be used either if certificates are to be forwarded
herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation
of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof or, in the case of a
book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Time, in order for payment
for Shares accepted for payment pursuant to the Offer to be made. Stockholders who cannot deliver their Shares and all other required
documents to the Depositary by the Expiration Time must tender their Shares pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution,
(ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Purchaser must be
received by the Depositary by the Expiration Time, and (iii) the certificates for all physically delivered Shares, or a confirmation
of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) together with any required
signature guarantee or, in the case of a book-entry delivery, an Agent’s Message and any other documents required by this Letter
of Transmittal, must be received by the Depositary within one NASDAQ trading day after the date of execution of such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase.

The
term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures
of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express
acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant
has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Purchaser may enforce such agreement against
such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated
by a computer terminal maintained at the Depositary’s office.

THE
METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL, THE AGENT’S MESSAGE AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH
THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY OF THE SHARES, THIS LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF WILL PASS, ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF CERTIFICATES FOR SHARES ARE SENT
BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IN TIME TO BE RECEIVED ON OR PRIOR TO THE EXPIRATION
TIME.

No
alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter
of Transmittal (or a manually signed facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance
for payment of the Shares.

3.
Inadequate Space . If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed
on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is
signed.

4.
Partial Tenders (Applicable to Certificate Stockholders Only) . If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Total Number of
Shares Tendered.” Stockholders should contact DXL’s transfer agent by phone at 1-800-937-5449 (toll free in the United States)
to arrange to have such certificate divided into separate certificates representing the number of shares to be tendered and the number
of shares to not be tendered. In such case, a new certificate for the remainder of Shares represented by the old certificate will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.

5.
Signatures on Letter of Transmittal; Stock Powers and Endorsements . If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates
without alteration, enlargement or any change whatsoever.

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Corporate
Actions Voluntary COY: DXLG

If
any of the Shares tendered hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If
any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If
this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned,
in the name of any person other than the registered holder(s), in which case the certificates representing the Shares tendered by this
Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the
holder(s) of record appear(s) on the certificates. Signatures on any such certificates or stock powers must be guaranteed by an Eligible
Institution.

If
this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must
be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If
this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing,
and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted with this Letter of Transmittal.

6.
Stock Transfer Taxes . The Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased
are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other
than the sale or transfer of Shares to the Purchaser pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed
on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes, or exemption therefrom, is submitted herewith.

7.
Special Payment and Delivery Instructions . If the check for the purchase price of any Shares purchased is to be issued, or any
Shares not tendered or not purchased are to be issued or returned, in the name of a person other than the person(s) signing this Letter
of Transmittal or if the check or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Shares by book-entry transfer
may request that Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such stockholder may designate
under “Special Payment Instructions.” If no such instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.

8.
Tax Information . Payments made to certain stockholders pursuant to the Offer may be subject to backup withholding. To avoid backup
withholding, each U.S. Holder (as defined in the Offer to Purchase), and, if applicable, each other payee, must provide the Depositary
with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not
subject to such backup withholding by completing the enclosed Form W-9. In general, if a stockholder or payee is an individual,
the taxpayer identification number is the social security number of such individual. If the Depositary is not provided with the correct
taxpayer identification number, the stockholder or payee may be subject to a penalty imposed by the Internal Revenue Service. Certain
stockholders or payees (including, among others, all corporations and certain Non-U.S. Holders (as defined in the Offer to Purchase))
are not subject to these backup withholding and reporting requirements. To avoid backup withholding, a Non-U.S. Holder (as defined in
the Offer to Purchase) should submit a properly completed Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8), including
certification of such holder’s foreign status, and signed under penalty of perjury. Such certificates can be obtained from the
Depositary or at http://www.irs.gov.

Failure
to complete the enclosed Form W-9 or any other applicable form will not, by itself, cause Shares to be deemed invalidly tendered,
but may require the Depositary to withhold from amount otherwise payable pursuant to the Offer. Backup withholding is not an additional
tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will generally be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is
furnished to the Internal Revenue Service. We recommend that you consult your tax advisor or the Depositary for further guidance regarding
the completion of the enclosed Form W-9 or Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) to claim exemption
from backup withholding.

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Corporate
Actions Voluntary COY: DXLG

NOTE:
FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF
A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE SECTION “U.S. FEDERAL INCOME TAX CONSIDERATIONS
IN THE OFFER TO PURCHASE.

9.
Mutilated, Lost, Stolen or Destroyed Certificates . If the certificate(s) representing Shares to be tendered have been mutilated,
lost, stolen or destroyed, stockholders should (i) complete this Letter of Transmittal and (ii) contact DXL’s transfer agent,
Equiniti Trust Company, LLC, immediately by calling 1-800-937-5449. DXL’s transfer agent will provide such holder with all necessary
forms and instructions to replace any such mutilated, lost, stolen or destroyed certificates. The stockholder may be required to post
a bond as indemnity against any claim that may be made against it with respect to the certificate(s) alleged to have been mutilated,
lost, stolen or destroyed. You are urged to contact the transfer agent immediately in order to receive further instructions and for
a determination of whether you will need to post a bond and to permit timely processing of this documentation. The Depositary will not
accept any Letter of Transmittal without the accompanying Shares. DXL stockholders wishing to tender their certificates must first obtain
replacement certificates from Equiniti Trust Company, LLC. and present such replacement certificates to the Depositary with this Letter
of Transmittal.

10.
Waiver of Conditions . Purchaser expressly reserves the right (but is not obligated) at any time and from time to time in its sole
discretion to (i) waive, in whole or in part, any Offer Condition (as defined in the Offer to Purchase), (ii) increase the offer price
or (iii) modify or amend the terms of the Offer.

11.
Determination of Validity . All questions as to the validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by Purchaser, in Purchaser’s sole discretion, which determination will be final
and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in
a court of competent jurisdiction and any subsequent judgment of any such court. Purchaser reserves the absolute right to reject any
and all tenders determined by Purchaser not to be in proper form or the acceptance for payment of which may, in Purchaser’s opinion,
be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular
stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will
be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction.
None of Purchaser, Camac Fund LP or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other
person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure
to give any such notification. Subject to the rights of holders of Shares to challenge any interpretation with respect to their Shares
in a court of competent jurisdiction and any subsequent judgment of any such court, Purchaser’s interpretation of the terms and
conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding.

IMPORTANT:
THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION TIME.

12.
Requests for Assistance or Additional Copies . Requests for assistance or additional copies of the Offer to Purchase, this Letter
of Transmittal and other materials related to the Offer may be obtained at no cost from the Information Agent at the address or telephone
numbers set forth below. Additionally, copies of the Offer to Purchase, this Letter of Transmittal and any other materials related to
the Offer are available free of charge at www.sec.gov. Stockholders may also contact their brokers, dealers, commercial banks, trust
companies or other nominees for assistance.

The
Information Agent for the Offer is:

Saratoga
Proxy Consulting LLC

520
8th Avenue 14th Floor New York, NY 10018

John
Ferguson / Joe Mills

212-257-1311

info@saratogaproxy.com

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### EX-99.(A)(5)(A) - EX-99.(A)(5)(A)
EX-99.(A)(5)(A)
4
ex-99_a5a.htm
EX-99.(A)(5)(A)

Exhibit
(a)(5)(A)

Zodiac
Partners II, LLC Launches a $46 million Tender Offer

to
Acquire Destination XL Group, Inc. for $0.82 Per Share in Cash

Urges
DXL Shareholders to Secure Significant and Immediate Cash Value by Tendering

into
Zodiac’s Offer

West
Palm Beach FL, May 12 th , 2026 – Zodiac Partners II, LLC an acquisition entity of Camac Fund, today announced that
it is commencing an all-cash tender offer to acquire all outstanding shares of Destination XL Group, Inc. (NASDAQ: DXLG) for $0.82 per
share. This price implies an approximately 26% premium above DXL’s closing share price of $0.6513 per share as of May 11 th ,
2026. The total transaction value is approximately $46 million.

Compelling
All-Cash Alternative

Zodiac’s
proposal provides shareholders with the opportunity to realize immediate all-cash value, in contrast to the inherent uncertainty and
risk associated with DXL’s proposed all-stock Full Beauty Brands merger. Full Beauty Brands is a formerly bankrupt company, and
we believe this proposed merger with DXL would add harmful complexity, a new management team and a large debt burden in a very uncertain
macro environment. Zodiac’s offer represents certainty of value and does not rely on future projections of synergy.

Go-Forward
Timeline after Private Board approach

To
date, DXL has refused to provide Zodiac access to a data room or the customary information required to complete confirmatory diligence.
Zodiac Partners has previously approached the board privately with a detailed take-private proposal, however, after brief conversations,
multiple requests for diligence access have been rebuffed and the current offer is therefore based solely on publicly available information.
Notwithstanding this lack of access, Zodiac Partners remains fully prepared to proceed immediately and is confident it can execute a
Definitive Agreement within 45 days of being granted appropriate access.

Financing

Zodiac
Partners II, LLC has secured a conditional financing commitment from Eclipse Business Capital. The proceeds from the conditional financing
commitment, together with Zodiac’s equity commitment, will be sufficient to pay 100% of the purchase consideration, any required
refinancing of DXL’s debt, and associated transaction fees and expenses. Zodiac’s equity commitment is fully committed and
not subject to conditions. The conditional financing commitment from Eclipse Business Capital includes customary diligence-related conditionality,
reflecting the practical reality that full binding commitments cannot be obtained without access to non-public information. Zodiac is
confident that with appropriate diligence access, these conditions can be satisfied within the 45-day timeline.

“After
surveying the landscape and speaking with other DXL stockholders, we’ve come to appreciate the fantastic work the DXL team has
done to weather a difficult macro environment. We continue to be open to constructive engagement with everyone involved and believe that
DXL is more resilient and better suited as a private stand-alone company. We believe our offer to be superior to the proposed transaction
with Full Beauty Brands and are pleased to offer shareholders an all-cash alternative at a large premium to the share price,” said
Ziggy Gokea of Zodiac Partners II LLC.

Terms

The
offer and withdrawal rights are scheduled to expire at 5:00 PM, Eastern Time (ET), at the end of June 19 th , 2026, unless the
offer is extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that the
Purchaser is filing today with the Securities and Exchange Commission (the “SEC”). Wyrick Robbins Yates & Ponton LLP
is acting as legal counsel to Zodiac Partners II, LLC.

Zodiac
Partners II, LLC, which is sometimes also referred to as the “Purchaser,” intends to complete a back-end short-form merger
at the same price quickly after the tender offer expires, subject to the terms of the offer, but it might also acquire control and not
merge out stockholders who do not tender. The proposed transaction is subject to a financing contingency.

In
addition, the Purchaser reiterates that it intends to pursue all options to complete a transaction, including potentially nominating
directors for election at DXL’s Annual Meeting.

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Forward-Looking
Statements

This
communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations,
targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans,
estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some
cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,”
“should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “target,” “goal,”
or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks
and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those
contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction
between the Purchaser and DXL, including the possibility that the parties will not agree to pursue a business combination transaction
or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether DXL will
cooperate with the Purchaser regarding the proposed transaction; the Purchaser’s ability to consummate the proposed transaction
with DXL; the conditions to the completion of the proposed transaction, including the receipt of any required stockholder approvals and
any required regulatory approvals; and the Purchaser’s ability to finance the proposed transaction. In addition, if the Purchaser
consummates the tender offer but does not acquire 100% of the outstanding DXL stock through a merger or otherwise, the remaining DXL
stockholders will face risks, including: the substantial indebtedness the Purchaser expects to incur in connection with the proposed
transaction and the need to generate sufficient cash flows to service and repay such debt; the possibility that operating costs, customer
loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers)
may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the Purchaser’s
ability to retain certain key employees; and general economic conditions that are less favorable than expected. The Purchaser cautions
that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance
or results. Forward-looking statements herein speak only as of the date each statement is made. The Purchaser does not assume any obligation
to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Important
Additional Information and Where to Find It

This
communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of
an offer to sell DXL securities. Zodiac Partners II, LLC (the “Purchaser”) filed a Tender Offer Statement on Schedule TO
with the SEC on the date hereof, and DXL will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender
offer with the SEC. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time),
and the Solicitation/Recommendation Statement when available, as these materials contain important information that investors and security
holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the
tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with
the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by the Purchaser and
DXL with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that
the Purchaser file with the SEC will be made available to all investors and security holders of DXL free of charge from the information
agent for the tender offer:

Investor
Contacts‍

Saratoga
Proxy Consulting LLC

520
8th Avenue 14th Floor

New
York, NY 10018

toll-free
telephone: +1 (212) 257-1311

info@saratogaproxy.com

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### EX-99.(B) - EX-99.(B)
EX-99.(B)
5
ex-99_b.htm
EX-99.(B)

Exhibit (b)

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### EX-99.(D) - EX-99.(D)
EX-99.(D)
6
ex-99_d.htm
EX-99.(D)

Exhibit (d)

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