0001062993-13-005938 Sample Contracts

AGENCY AND INTERLENDER AGREEMENT
Agency and Interlender Agreement • November 19th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia

This AGENCY AND INTERLENDER AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) dated for reference November 14, 2013

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Contract
Private Placement Subscription Agreement • November 19th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

Contract
Private Placement Subscription Agreement • November 19th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

FORM OF PROMISSORY NOTE PROMISSORY NOTE
Promissory Note • November 19th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia

NAKED BRAND GROUP INC., formerly Search By Headlines.com Corp. (“NBGI”), a Nevada corporation, and NAKED INC., formerly Naked Boxer Brief Clothing Inc. (“Naked”), a Nevada corporation, both having an office for notice at 2-34346 Manufacturers Way, Abbotsford, BC V2S 7M1

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