REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 20, 2022 between Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
NAKED BRAND GROUP LIMITED, As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE (1)Indenture • May 18th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
SECURITY AGREEMENTSecurity Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada
This SECURITY AGREEMENT, dated as of July 20, 2022 (this “Agreement”), is among Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), all of the U.S. Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of US$61,215,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Univest Securities, LLC, in its capacity as agent for the Secured Parties (“Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2019, between Naked Brand Group Limited, a corporation formed under the laws of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2021, between Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 28th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2021, between Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Security AgreementSecurity Agreement • June 14th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
This Security Agreement (this “Agreement”), dated as of May 13, 2019, is executed by Naked Brand Group Limited, an Australia corporation (“Debtor”), in favor of St. George Investments LLC, a Utah limited liability company (“Secured Party”).
Naked Brand Group Limited Up to $300,000,000 of Ordinary Shares Equity Distribution AgreementEquity Distribution Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
Naked Brand Group Limited, a company incorporated under the laws of Australia (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, with no par value (“Ordinary Shares”), of the Company (the “Shares”) having an aggregate offering price of up to $300,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2018 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2018, between Bendon Group Holdings Limited, a limited liability public company incorporated and registered in the state of New South Wales, Australia (the “Company”), and each of the several Subscribers signatory hereto (each such Subscriber, a “Subscriber” and, collectively, the “Subscribers”).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT naked brand group limitedPlacement Agent Agreement • August 16th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 14, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Naked Brand Group Limited, a corporation formed under the laws of Australia (the “Company”), up to _______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 21, 2019, as amended on July 21, 2019, and August 7, 2019.
Securities Purchase AgreementSecurities Purchase Agreement • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of April 15, 2020, is entered into by and between Naked Brand Group Limited, an Australia corporation (“Company”), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ORDINARY SHARE PURCHASE WARRANT naked brand group limitedOrdinary Share Purchase Agreement • August 16th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 19, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Naked Brand Group Limited, a corporation formed under the laws of Australia (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractConvertible Promissory Note • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS NOTE AND THE ORDINARY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE ORDINARY SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER (AS DEFINED BELOW) OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY (AS DEFINED BELOW) OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2019, between Naked Brand Group Limited, a corporation formed under the laws of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2020 (the “Execution Date”), between Naked Brand Group Limited, an Australian company (the “Company”), and the investors listed on the Buyer Schedules attached hereto (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2024 • Cenntro Inc. • Motor vehicles & passenger car bodies
THIS AGREEMENT is dated as of the 20th day of August, 2017 by and between Cenntro Automotive Corporation, a Delaware corporation (the “Company”), and, Mr. Tony Wen Tsai (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2019, is by and among Naked Brand Group Limited, an Australian company (the “Company”), and the undersigned buyers (the “Buyers”).
GLOBAL AMENDMENTGlobal Amendment • June 10th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
This Global Amendment (this “Amendment”) is entered into as of June 10, 2020 by and between St. George Investments LLC, a Utah limited liability company (“Lender”), and Naked Brand Group Limited, an Australia corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Notes (as defined below).
EXECUTION VERSION Scheme Implementation AgreementScheme Implementation Agreement • February 27th, 2024 • Cenntro Inc. • Motor vehicles & passenger car bodies • New South Wales
B HoldCo is a special purpose vehicle incorporated in Nevada, United States, for the purpose of effecting the re-domiciliation of the Cenntro Group.
Subscription AgreementSubscription Agreement • August 16th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
This subscription agreement (this “Subscription”) is dated as of the date set forth on the signature page hereto, by and between the investor identified on the signature page hereto (the “Investor”) and Naked Brand Group Limited, an Australian company (the “Company”), whereby the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2020, is by and among Naked Brand Group Limited, an Australian company (the “Company”), and the undersigned buyers (the “Buyers”).
Manufacturing License AgreementManufacturing License Agreement • January 5th, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Texas
This Manufacturing License Agreement (this “Agreement”) is made effective as of April 27, 2017 by and between Austin EV, Inc., a company registered in Texas (“Austin EV”) and Cenntro Automotive Group Ltd., a company with limited liability registered in the Cayman Islands (“Cenntro”).
CENNTRO ELECTRIC GROUP LIMITED2022 Stock Incentive Plan • January 5th, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • New South Wales
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of March 10, 2021, is by and among Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractInvestor Note • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 4 BELOW.
ContractPerformance Guaranty • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies
Term Sheet – FOH Online AcquisitionTerm Sheet • January 5th, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • New South Wales
STOCK PURCHASE AGREEMENT BY AND AMONG NAKED BRAND GROUP LIMITED, CENNTRO AUTOMOTIVE GROUP LIMITED (A CAYMAN ISLANDS COMPANY), CENNTRO AUTOMOTIVE GROUP LIMITED (A HONG KONG COMPANY), CENNTRO AUTOMOTIVE CORPORATION, AND CENNTRO ELECTRIC GROUP, INC....Stock Purchase Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
This STOCK PURCHASE AGREEMENT, dated as of November 5, 2021 (this “Agreement”), is by and among Naked Brand Group Limited (ACN 619 054 938), an Australian company (“Parent”), Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), Cenntro Automotive Group Limited, a Hong Kong private company limited by shares and a wholly owned subsidiary of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and a wholly owned subsidiary of CAG (“CAC”), and Cenntro Electric Group, Inc., a Delaware corporation and a wholly owned subsidiary of CAG (“CEG”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 21st, 2022 • CENNTRO ELECTRIC GROUP LTD • Motor vehicles & passenger car bodies • Nevada
SUBSIDIARY GUARANTEE, dated as of July 20, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers each of which is a signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”) and the Purchasers.
Relationship agreementRelationship Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New South Wales
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2019 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2019 (the “Execution Date”), between Naked Brand Group Limited, an Australian company (the “Company”), and the investors listed on the Buyer Schedules attached hereto (“Buyer”).
Consultant Service Agreement between Mark Ziirsen (ABN 27 409 001 686) and Naked Brand Group Limited (ACN 619 054 938) ContentsConsultant Service Agreement • May 18th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New South Wales
